Palm Springs City Council
June 27, 2024

CITY COUNCIL

AND AS SUCCESSOR AGENCY TO THE

COMMUNITY REDEVELOPMENT AGENCY OF THE

CITY OF PALM SPRINGS, CALIFORNIA
Council Chamber, City Hall
3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262
www.palmspringsca.gov

REGULAR MEETING AGENDA

JUNE 27, 2024

4:00 PM CLOSED SESSION
5:30 PM REGULAR MEETING
Jeffrey Bernstein, Mayor
Ron deHarte, Mayor Pro Tem
Grace Elena Garner, Councilmember
Christy Gilbert Holstege, Councilmember
Lisa Middleton, Councilmember
Scott Stiles, City Manager

City of Palm Springs Mission Statement: Palm Springs is an inclusive world-class city dedicated to providing excellent and responsive public services to enhance the quality of life for current and future generations.

Pursuant to Assembly Bill 557 -
To view/listen/participate in the meeting live, please contact the City Clerk at [email protected] or the following telephone number (760) 323-8204 to register for the Zoom meeting. There will be an email with Zoom credentials sent after registration is complete, in order to access the meeting and offer public comment. Any person who wishes to provide public testimony for an item on the agenda is requested to file a speaker card before the Public Testimony portion of the meeting.

You may submit your public comment to the City Council electronically. Materials may be emailed to [email protected]. Transmittal prior to the start of the meeting will help ensure that your correspondence is fully considered. Any correspondence received during or after the meeting will be distributed to the City Council and retained for the official record. View the City Council meeting live at the City’s website www.palmspringsca.gov/psctv, YouTube, or Channel 17 (Spectrum).

Please note any agenda item which has not been initiated by 11:00 p.m. may be continued to a subsequent meeting.

At approximately 10:00 p.m., the City Council will determine the number of speakers who wish to address the City Council during Public Comment for non-Agenda Items and determine which agenda items will be considered before the 11:00 p.m. Adjournment time.

AGENDA EN ESPAÑOL DISPONIBLE EL LUNES - HAGA CLIC AQUÍ

4:00 P.M. CLOSED SESSION

CALL TO ORDER (Council Chamber):

PUBLIC COMMENT FOR CLOSED SESSION ITEMS ONLY (Council Chamber): The City Council welcomes public input. Members of the public may address the City Council on Closed Session items by contacting the City Clerk's Office at 760-323-8204. Pursuant to State Law, the City Council may not discuss or take action on issues not on the meeting agenda (Government Code Section 54954.2). If you are compensated to communicate with City officials, you may be required to register and/or make certain disclosures as a lobbyist. Please see the City Clerk for additional information.

RECESS TO CLOSED SESSION (Small Conference Room): See Closed Session Agenda.

June 27, 2024 City Council Regular Meeting Agenda 2

5:30 P.M. REGULAR MEETING

CALL TO ORDER:

PLEDGE OF ALLEGIANCE:

ROLL CALL:

PRESENTATIONS:

A. NAVIGATION CENTER UPDATE, MARTHA'S VILLAGE & KITCHEN

B. PALM SPRINGS ART MUSEUM FREE THURSDAY NIGHT PROGRAM

C. PARKS MASTER PLAN UPDATE

ACCEPTANCE OF THE AGENDA: The City Council will discuss the order of the agenda, may amend the order, add urgency items, note abstentions or "no" votes on Consent Calendar items, and request Consent Calendar items be removed from the Consent Calendar for discussion.

The City Council may also remove items from the Consent Calendar prior to that portion of the Agenda.

REPORT OF CLOSED SESSION:

PUBLIC TESTIMONY: (Non-Public Hearing Agenda Items ONLY) This time has been set aside for members of the public to address the City Council only on agenda items. Two (2) minutes will be assigned to each speaker. Testimony for Public Hearings will only be taken at the time of the hearing, and General Public Comments, non-agenda items, will be taken later in the meeting.

1. CONSENT CALENDAR:

The following routine matters may be acted upon by one motion. Individual items may be removed by the Council for separate discussion at this time or under Acceptance of the Agenda. The ordinance title is deemed to be read in its entirety and further reading waived on any ordinance listed on the Consent Calendar.

A. APPROVAL OF MINUTES
June 27, 2024 City Council Regular Meeting Agenda 3
A. APPROVAL OF MINUTES
RECOMMENDATION:

Approve the City Council Meeting Minutes of April 25, 2024 and May 9, 2024.

B. APPROVE CONTRACT SERVICES AGREEMENT NO. 24B133 WITH WEST COAST ARBORISTS, INC. FOR VEGETATION MANAGEMENT SERVICES RECOMMENDATION:

Approve Contract Services Agreement 24B133 with West Coast Arborists, Inc. to provide vegetation management services in an amount not to exceed $183,000 for the initial one-year term beginning July 1, 2024, through June 30, 2025, with two one-year extension options at the City’s sole discretion;

1. Appropriate $183,000 from Safety Fund 1216010 to Contractual Services;2.

Authorize the City Manager or designee to execute all necessary documents.3.

C. APPROVE AMENDMENT NO. 1 TO THE LEASE WITH DESERT ART CENTER OF THE COACHELLA VALLEY, INC., LOCATED AT 550 NORTH PALM

CANYON DRIVE AT FRANCES STEVENS PARK EXERCISING THE OPTION TO EXTEND THE LEASE AN ADDITIONAL FIVE (5) YEARS
RECOMMENDATION:

Approve Amendment No. 1 to the Lease with Desert Art Center of the Coachella Valley, Inc., to extend the term an additional five years.

1. Authorize the City Manager or his designee to execute all necessary documents.

2. D. RESOLUTION ACKNOWLEDGING RECEIPT OF, AND ACCEPTING, THE FIRE DEPARTMENT’S REPORT ON COMPLIANCE WITH STATE INSPECTION

MANDATES
RECOMMENDATION:

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, ACKNOWLEDGING
RECEIPT OF, AND ACCEPTING, THE FIRE DEPARTMENT’S REPORT ON COMPLIANCE WITH STATE INSPECTION MANDATES.”

1. Authorize the City Manager to execute all necessary documents.2.

June 27, 2024 City Council Regular Meeting Agenda 4

E. APPROVAL OF AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT NO. 23P173 WITH KIMLEY-HORN AND ASSOCIATES, INC., IN THE AMOUNT OF $100,000 FOR THE DEMUTH PARK PICKLEBALL COURT EXPANSION, CITY PROJECT NO. 22-24
RECOMMENDATION:

Approve Amendment No. 1, in the amount of $100,000, to Professional Services Agreement No. 23P173, for a new not-to-exceed amount of $261,395 with Kimley-Horn and Associates, Inc. for the Demuth Park Pickleball Expansion, City Project No. 22-24; and

1. Authorize the City Manager to execute all necessary documents.2.

F. APPROVE CONSTRUCTION AGREEMENT NO. 24B121 WITH NATA
CONSTRUCTION, INC. FOR BLEACHERS AT PALM SPRINGS BASEBALL

STADIUM
RECOMMENDATION:

Approve Construction Contract Agreement 24B121 with Nata Construction, Inc. to provide bleachers for the Palm Springs Power Baseball Stadium for an amount not to exceed $182,315.16;

1. Authorize the City Manager or their designee to execute all necessary documents.

2. G. ANNUAL LEVY OF ASSESSMENTS FOR VARIOUS STREET LIGHTING AND

PARKWAY MAINTENANCE DISTRICTS CITYWIDE FOR FISCAL YEAR
2024-2025
RECOMMENDATION:

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, ORDERING THE

PREPARATION OF AND GIVING PRELIMINARY APPROVAL OF THE
ENGINEER’S REPORT REGARDING STREET LIGHTING MAINTENANCE DISTRICT NO. 3, AND PARKWAY MAINTENANCE DISTRICTS NO. 6A, 6C, 7, 8, 9, AND 10 (ZONES 1 AND 2), AND LANDSCAPE MAINTENANCE DISTRICT NO. 12, TO ESTABLISH ANNUAL ASSESSMENTS AND THE

LEVY AND COLLECTION RELATED THERETO FOR FISCAL YEAR
2024/2025;” and

1. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, DECLARING ITS INTENTION TO CONDUCT A PUBLIC HEARING ON JULY 25, 2024, REGARDING STREET LIGHTING MAINTENANCE DISTRICT NO. 3, AND PARKWAY MAINTENANCE DISTRICTS NO. 6A, 6C, 7, 8, 9, AND 10 (ZONES 1 AND 2), AND LANDSCAPE MAINTENANCE DISTRICT NO. 12, AND TO LEVY AND

COLLECT ANNUAL ASSESSMENTS RELATED THERETO FOR FISCAL
YEAR 2024/2025.”

2. H. APPROVAL OF PLANS, SPECIFICATIONS & ESTIMATE (PS&E) AND June 27, 2024 City Council Regular Meeting Agenda 5
H. APPROVAL OF PLANS, SPECIFICATIONS & ESTIMATE (PS&E) AND AUTHORIZATION TO BID 2024 SLURRY SEAL, CITY PROJECT 24-02 RECOMMENDATION:

Approve the plans, specifications and estimate and authorize Staff to advertise and solicit bids for the 2024 Slurry Seal, City Project 24-02 (“the Project”).

1. Authorize the City Manager to execute all necessary documents to award a construction contract and task order while the City Council is on August break. No construction contract will be awarded above what is budgeted for the 2024 Slurry Seal, City Project 24-02.

2. I. A REQUEST BY CGR DEVELOPMENT ON BEHALF OF SPROUTS FARMERS

MARKET FOR A RESOLUTION OF PUBLIC CONVENIENCE OR NECESSITY (PCN) TO SELL BEER AND WINE FOR OFF-PREMISES CONSUMPTION (TYPE 20 – OFF-SALE BEER & WINE) AT A NEW GROCERY STORE, SPROUTS FARMERS MARKET, LOCATED AT 5200 EAST RAMON ROAD BUILDING B (APN: 677-420-058), ZONE PD-291, SECTION 17 (CASE PCN-2024-0001)
RECOMMENDATION:

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, DETERMINING THAT PUBLIC

CONVENIENCE OR NECESSITY WOULD BE SERVED BY THE ISSUANCE OF A TYPE 20 (OFF-SALE BEER & WINE) ALCOHOLIC BEVERAGE CONTROL LICENSE FOR SPROUTS FARMERS MARKET LOCATED AT 5200 EAST RAMON ROAD BUILDING B WITHIN CENSUS TRACT NO. 447.02.”

J. A REQUEST BY TRACY INSCORE, ON BEHALF OF WALMART, INC., FOR A

RESOLUTION OF PUBLIC CONVENIENCE OR NECESSITY (PCN) FOR A NEW WALMART FUEL STATION AND CONVENIENCE STORE WITH A TYPE 20 LIQUOR LICENSE LOCATED AT 585 LAWRENCE CROSSLEY ROAD (APN:
680-170-060), ZONE M1, (CASE PCN-2024-0002)
RECOMMENDATION:

Adopt Resolution No.entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, DETERMINING THAT PUBLIC

CONVENIENCE OR NECESSITY WOULD BE SERVED BY THE ISSUANCE OF A TYPE 20 (OFF-SALE BEER AND WINE) ALCOHOLIC BEVERAGE CONTROL

LICENSE FOR WALMART FUEL STATION AND CONVENIENCE STORE, LOCATED AT 585 LAWRENCE CROSSLEY ROAD WITHIN CENSUS TRACT NO. 9410.02.”

EXCLUDED CONSENT CALENDAR: Items removed from the Consent Calendar for separate discussion are considered at this time.

2. PUBLIC HEARINGS:

June 27, 2024 City Council Regular Meeting Agenda 6

2. PUBLIC HEARINGS:

A. RESOLUTION CONFIRMING THE REPORT OF THE PALM SPRINGS SMALL

HOTEL TOURISM BUSINESS IMPROVEMENT DISTRICT ADVISORY BOARD, LEVYING THE FISCAL YEAR 2024-25 ASSESSMENT, AND CONDUCT OF

PROTEST PROCEEDINGS
RECOMMENDATION:

Open the public hearing, receive public testimony, and written and oral protests to confirm the Report of the Palm Springs Tourism Small Hotel Business Improvement District Advisory Board and levying an assessment for Fiscal Year 2024-25.

1. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, CONFIRMING THE REPORT

OF THE PALM SPRINGS TOURISM SMALL HOTEL BUSINESS

IMPROVEMENT DISTRICT ADVISORY BOARD AND LEVYING AN
ASSESSMENT FOR FISCAL YEAR 2024-25 IN CONNECTION WITH THE

PALM SPRINGS TOURISM SMALL HOTEL BUSINESS IMPROVEMENT
DISTRICT.”

2. B. GENERAL FUND FISCAL YEAR 2024-25 ADJUSTED CONTINUATION BUDGET RECOMMENDATION:

Open the public hearing and accept public testimony on the FY25 Continuation Budget.

1. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, ADOPTING AN ALLOCATED POSITIONS AND COMPENSATION PLAN FOR FISCAL YEAR 2024-2025; AND ADOPTING THE PUBLICLY AVAILABLE PAY SCHEDULES.”

2. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING A BUDGET FOR FISCAL YEAR 2024-2025 AND SUCH OTHER MATTERS AS
REQUIRED.”

3. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, ACTING SOLELY IN ITS

CAPACITY AS THE SUCCESSOR AGENCY TO THE PALM SPRINGS

COMMUNITY REDEVELOPMENT AGENCY, APPROVING THE
SUCCESSOR AGENCY BUDGET FOR FISCAL YEAR 2024-2025, AND
OTHER SUCH MATTERS AS REQUIRED.”

4. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, ADOPTING AN
APPROPRIATIONS LIMIT FOR FISCAL YEAR 2024-2025 ENDING ON JUNE 30, 2025.”

5. Direct the City Manager and Director of Finance and Treasury to make the appropriate modifications to the budget and prepare the final budget document for FY 2024-25.

6. June 27, 2024 City Council Regular Meeting Agenda 7

3. BUSINESS & LEGISLATIVE:

A. RESOLUTIONS TO PLACE A MEASURE ON THE NOVEMBER 5, 2024,

GENERAL MUNICIPAL ELECTION BALLOT TO EXTEND THE TERM OF MEASURE “J”, ADOPTING RESOLUTIONS REGARDING UPDATES TO THE SALES TAX ORDINANCE; TO CONSOLIDATE THE GENERAL MUNICIPAL

ELECTION WITH THE STATEWIDE GENERAL ELECTION, AND TO SET THE

DEADLINE AND RULES FOR PRIMARY ARGUMENTS AND REBUTTAL

ARGUMENTS REGARDING THE MEASURE
RECOMMENDATION:

Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA CALLING FOR THE

PLACEMENT OF A GENERAL TAX MEASURE ON THE BALLOT FOR THE NOVEMBER 5, 2024, GENERAL MUNICIPAL ELECTION FOR THE

SUBMISSION TO THE QUALIFIED VOTERS OF AN ORDINANCE TO
EXTEND THE TERM OF MEASURE “J”, A ONE PERCENT (1%) GENERAL

TRANSACTIONS AND USE TAX (SALES TAX), BY REMOVING ITS
SUNSET; AND MAKING VARIOUS TECHNICAL UPDATES TO THE
TRANSACTIONS AND USE TAX ORDINANCE; AND

1. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, REQUESTING THE BOARD

OF SUPERVISORS OF THE COUNTY OF RIVERSIDE TO CONSOLIDATE A GENERAL MUNICIPAL ELECTION TO BE HELD ON NOVEMBER 5, 2024,

WITH THE STATEWIDE GENERAL ELECTION TO BE HELD ON THAT
DATE PURSUANT TO §10403 OF THE ELECTIONS CODE; AND

2. Adopt a Resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF PALM SPRINGS, CALIFORNIA, PROVIDING FOR THE

FILING OF PRIMARY AND REBUTTAL ARGUMENTS AND SETTING

RULES FOR THE FILING OF WRITTEN ARGUMENTS REGARDING A CITY MEASURE TO BE SUBMITTED AT THE NOVEMBER 5, 2024, GENERAL MUNICIPAL ELECTION.”

3. PUBLIC COMMENT: (Non-Agenda Items) This time has been set aside for members of the public to address the City Council on items of general interest within the subject matter jurisdiction of the City. Although the City Council values your comments, pursuant to the Brown Act, it generally cannot take any action on items not listed on the posted agenda. Two (2) minutes will be assigned to each speaker.

CITY COUNCIL AND CITY MANAGER COMMENTS, REPORTS, & AGENDA DEVELOPMENT: This time is set aside for the City Council and City Manager to provide additional general comments and reports. Additionally, the City Council and City Manager may briefly discuss items of concern and prioritize agenda items for future meeting dates.

ADJOURNMENT:

June 27, 2024 City Council Regular Meeting Agenda 8

AFFIDAVIT OF POSTING
State of California )
County of Riverside ) ss.

City of Palm Springs )

I, Brenda Pree, City Clerk of the City of Palm Springs, California, hereby certify this Agenda was delivered to each member of the City Council, provided to all parties who have requested such notice, posted at City Hall before 5:00 p.m., on June 20, 2024, and posted on the City’s website as required by established policies and procedures.

____________________________
Brenda Pree, MMC, CERA
City Clerk

P U B L I C N O T I C E S

Pursuant to G.C. Section 54957.5(b)(2) the designated office for inspection of records in connection with the meeting is the Office of the City Clerk, City Hall, 3200 E. Tahquitz Canyon Way. Complete Agenda Packets are available for public inspection at: City Hall Office of the City Clerk. Agenda and staff reports are available on the City’s website www.palmspringsca.gov. If you would like additional information on any item appearing on this agenda, please contact the Office of the City Clerk at
(760) 323-8204.

It is the intention of the City of Palm Springs to comply with the Americans with Disabilities Act (ADA) in all respects. If, as an attendee or a participant at this meeting, or in meetings on a regular basis, you will need special assistance beyond what is normally provided, the City will attempt to accommodate you in every reasonable manner. Please contact the Office of the City Clerk, (760) 323-8204, at least 48 hours prior to the meeting to inform us of your particular needs and to determine if accommodation is feasible.

June 27, 2024 City Council Regular Meeting Agenda 9
City of Palm Springs Page 1
Thursday, April 25, 2024
Minutes of the Regular Meeting of the City Council
of the City of Palm Springs
CALL TO ORDER:

A Regular Meeting of the Palm Springs City Council was called to order by Mayor Berns tein on Thursday, April 25, 2024, at 5:30 p.m.

PLEDGE OF ALLEGIANCE:

Mikayla Johnson, high school student, led the Pledge of Allegiance.

ROLL CALL:

Present: Councilmembers Grace Elena Garner, Christy Holstege, and Lisa Middleton; Mayor Pro Tem Ron deHarte; and Mayor Jeffrey Bernstein.

Absent: None.

City Staff

Present: Scott Stiles, City Manager; Teresa Gallavan, Assistant City Manager; Flinn Fagg, Deputy City Manager; Jeremy Hammond, Deputy City Manager; Jeffrey Ballinger, City Attorney; and Brenda Pree, City Clerk, were present at Roll Call. Other staff members presented reports or responded to questions as indicated in the minutes.

PRESENTATIONS, PROCLAMATIONS, AND OTHER NOTICES:
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1A - 1
City Council Minutes April 25, 2024
City of Palm Springs Page 2
x 'HVHUW 5HJLRQDO 0HGLFDO &HQWHU ± &HOHEUDWLQJ D FRPSOHWLRQ RI  PLOOLRQ GROODUV LQ UHQRYDWLRQVWRWKH FDUGLDFVXLWHDQGVXSSRUWLYHWHFKQRORJ\ ACCEPTANCE OF THE AGENDA:

MOTION BY COUNCILMEMBER GARNER, SE COND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to accept the agenda with re moval of Consent Calendar Item No. 1D. Noting a recusal from Councilmember Holstege on Consent C alendar Item No. 1D. Mayor Bernstein noted amendments to the meeting minutes of April 11, 2024.

REPORT OF CLOSED SESSION:

The Closed Session of the City Council of Apr il 25, 2024, was called to order by Mayor Bernstein at 4:00 p.m.

The meeting convened into Closed Session to disc uss the following items as listed on the Regular Closed Session Meeting Agenda, with no reportable action:

CONFERENCE WITH LEGAL COUNSEL ± SIGNIFICANT EXPOSURE TO LITIGATION, Pursuant to Government Code Section 54956.9(d)(2)
Under existing facts and circumstances, there were three (3) matters.

PUBLIC TESTIMONY:
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1. CONSENT CALENDAR:

MOTION BY COUNCILMEMBER GARNER, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to approve the consent calendar with removal of Item No. 1D for separate discussion
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A. APPROVAL OF MINUTES

MOTION BY COUNCILMEMBER GARNE R, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to approve the City Council Meeting Minutes of March 28, 2024, and April 11, 2024; with amendments to the meeting minutes of April 11, 2024.

B. ACCEPTANCE OF A RESIGNATION FROM THE PARKS & RECREATION

COMMISSION AND NOTI CE OF AN UNSCHEDULED VACANCY ON THE

PLANNING COMMISSION

MOTION BY COUNCILMEMBER GARNE R, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to accept the resignation of Margaret Keung from the Parks & Recreation Commission effective immediately ; and acknowledge that an unscheduled vacancy has occurred on the Planning Commission.
1A - 2
City Council Minutes April 25, 2024
City of Palm Springs Page 3
C. APPROVAL OF PAYROLL WARRANTS, CLAIMS AND DEMANDS

MOTION BY COUNCILMEMBER GARNE R, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to adoptResolution No. 25194, entitled, "RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA,

APPROVING PAYMENT OF PAYROLL WARRANTS/DISBURSEMENTS FOR THE PERIOD ENDING 03-22-24 TOTALING $2,329,592.37 AND ACCOUNTS PAYABLE WARRANTS DATED 03-14-24 TOTALING $4,4 10,429.65, IN THE AGGREGATE AMOUNT OF $6,740,022.02, DRAWN ON BANK OF AMERICA."
D. A REQUEST BY AG LAND INVESTME NTS, LLC, FOR APPROVAL OF A TWO-

YEAR EXTENSION OF TIME A PPLICATION FOR AN APPROVED
TENTATIVE TRACT MAP, CASE TTM 38049, TO SUBDIVIDE 2.53 ACRES OF UNDEVELOPED LAND TO CREAT E EIGHT (8) SINGLE-FAMILY
RESIDENTIAL PARCELS FOR FUTURE DEVELOPMENT AT 2700 EAST ALEJO ROAD (APN: 507-380-019 & 507- 380-020), ZONE R-1-C, SECTION 12 (CASE EOT-2024-0001)
This item was removed from the Consent Calendar for separate discussion and considered under Excluded Consent Calendar.

E. A REQUEST BY ZION FREEMAN FO R APPROVAL OF AN ART MURAL 7,7/('³'(6(57681$1'3$/075((´/2&$7('21$3257,212)THE

NORTH AND SOUTH ELEVATION OF AN EXISTING HOTEL BUILDING AT 284 SOUTH INDIAN CANYON DRIVE, ZO NE LSC, (APN: 508-085-004) (CASE MUR 2024-0001)

MOTION BY COUNCILMEMBER GARNE R, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to adopt Resolution No. 25196, entitled ³$5(62/87,21

OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, $33529,1* $1 $57 085$/ 7,7/('  ³'(6(57 681 $1' 3$/0 75((´

INSTALLED ON THE NORTH AND SOUT H ELEVATION OF AN EXISTING HOTEL, LOCATED AT 284 SOUTH INDIAN CANYON DRIVE (APN: 508-085-004) (CASE MUR 2024-
´
F. AWARD UTILITY USERS TAX AUDIT SERVICES AGREEMENT WITH

AVENU INSIGHTS & ANALYTICS

MOTION BY COUNCILMEMBER GARNER, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to approve Contract Services Agreement No. 24P068 with Avenue Insights & Analytics, to provide Utility Users Tax Audit Services for a five-year term in an amount not to exceed $242,500 beginning April 15, 2024, through April 14, 2029; and authorize the City Manager or designee to execute all necessary documents. 1A - 3
City Council Minutes April 25, 2024
City of Palm Springs Page 4
G. STAFF AUTHORIZED AGREEMENTS AND PURCHASE ORDERS FOR THE PERIOD OF MARCH 1 THROUGH MARCH 31, 2024

MOTION BY COUNCILMEMBER GARN ER, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to receive and file the report of Staff Authorized Agreements and Purchase Orders for the period of March 1 through March 31, 2024.

H. APPROVE THE AMENDED AND RESTATED JOINT POWERS AUTHORITY

AGREEMENT WITH VISIT GREATER PALM SPRINGS

MOTION BY COUNCILMEMBER GARNER, SECOND B Y MAYOR PRO TEM DEHARTE, CARRIED 5-0, to approve the Second Amended JPA Agreement; and authorize the City Manager and City Attorney to execute any and all documents required for this matter.

I. SECOND READING AND ADOPTION OF ORDINANCE NO. 2096 AMENDING SECTION 16.37.005 OF THE PALM SPRINGS MUNICIPAL CODE RELATING TO

THE SIGNAGE REGARDING REGULATO RY MEASURES APPLICABLE TO TRANSPORTATION NETWORK COMPANIES.

MOTION BY COUNCILMEMBER GARNE R, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to waive the second reading of the ordinance text in its entirety, read by title only, and adopt Ordinance No. 2096 HQWLWOHG³$125',1$1&( 2) 7+( CITY OF PALM SPRINGS, CALIFORNIA, AMENDING SECTION 16.37.005 OF THE

PALM SPRINGS MUNICIPAL CODE R ELATING TO SIGNAGE REGARDING

REGULATORY MEASURES APPLICABLE TO TRANSPORTATION NETWORK &203$1,(6´
J. LEASE AGREEMENT WITH PALM SPRINGS HISTORICAL SOCIETY FOR

VILLAGE GREEN MUSEUM EXHIBIT SPACES

MOTION BY COUNCILMEMBER GARNE R, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to approve the lease between the Palm Springs Historical Society and the City of Palm Springs for the management and programming of four museum exhibit spaces at the Village Green.

K. JOINT MEETING WITH CITY BOARDS, COMMISSIONS, AND &200,77((6¶ RECOMMENDATION:

MOTION BY COUNCILMEMBER GARNE R, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to approve a joint meeting and appreciation dinner with the City Council and City Boards, Commissions and Committees at the Convention Center. (;&/8'('&216(17&$/(1'$5

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1A - 4
City Council Minutes April 25, 2024
City of Palm Springs Page 5
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MOTION BY COUNCILME MBER GARNER, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 4-0-1 (WITH RECUSAL FROM COUNCILMEMBER HOLSTEGE), to adopt Resolution No. 25195, entitled "A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF PALM SPRINGS, CALIFO RNIA, APPROVING CASE NO.EOT-2024-0001, EXTEN SION OF TIME, TO EXTEND THE APPROVAL OF TENTATIVE TRACT MAP NO. 38049 (CAS E TTM 38049) BY TWO YEARS FOR SINGLE-FAMILY RESIDENTIAL LAND SUBDIVISION AT 2700 EAST ALEJO ROAD (APN: 507-380-019 & 507-380-020), ZONE R-1-C, SECTION 12 (CASE EOT-2024- ´
 PUBLIC +($5,1*6

A. AN APPLICATION BY JANE LUNDIN, REPRESENTED BY THE PALM SPRINGS 35(6(59$7,21 )281'$7,21 )25 +,6725,& '(6,*1$7,21 2) ³7+( 0+ $7,.,$1%8,/',1*´/2&$7('$7:(67 ARENAS ROAD, CASE HSPB #147 (APN #513-143-006)

MOTION BY COUNCILMEMBER MIDDLETON , SECOND BY MAYOR BERNSTEIN, CARRIED 5-0, to be continue the public hearing, to date certain, to the Regular City Council meeting of May 23, 2024.

B. AN APPLICATION BY COUNTRY CL UB ESTATES OF PALM SPRINGS +20(2:1(5¶6 $662&,$7,21 5(35(6 (17(' %< 7+( 3$/0 635,1*6

PRESERVATION FOUNDATION, FOR HISTORIC DISTRICT DESIGNATION OF ³&28175< &/8% (67$7(6´ /2&$7(' $7 6287+ &$0,12 5($/ $1' ($67 LA VERNE WAY, CASE HSPB #145 / HD - 9. (APN #511-150-031)

MOTION BY MAYOR BERNSTEIN, SE COND BY COUNCILMEMBER MIDDLETON, CARRIED 5-0, to open the public hearing and receive public testimony. Close the public hearing and adopt Resolution No. 25197 HQWLWOHG ³$ 5(62/87,21 2)THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, &$/,)251,$'(6,*1$7,1*³7+(&28175<&/8% (67$7(6´/2&$7('$76287+&$0,125($/$1'($67/$9(51(:$<$6 $ HISTORIC DISTRICT HSPB #145 / HD-9, SUBJECT TO CONDITIONS (MASTER APN #511-150-
´
 %86,1(66 /(*,6/$7,9(

A. APPROVAL OF THREE NE IGHBORHOOD TRAFFIC CALMING REQUESTS IN THE AMOUNT OF $40,000 AND AUTHORIZAT ION TO PURCHASE AND IMPLEMENT

THE TRAFFIC CALMING MEASURES

MOTION BY MAYOR PRO TEM DEHA RTE, SECOND BY COUNCILMEMBER MIDDLETON, CARRIED 4-0-1, (WIT H RECUSAL FROM COUNCILMEMBER HOLSTEGE) to:
 $SSURYHWKHIROORZLQJWUDIILFFDOPLQJUHTXHVWV

1A. Sunrise Park Neighborhood: Installation of two electronic speed feedback signs, one 1A - 5
City Council Minutes April 25, 2024
City of Palm Springs Page 6
on the north side and one on the south side of E Amado Road, between N. Sunrise Way and N. Farrell Dr.;
1B. Tahquitz River Estates and Warm Sands Neighborhoods: Installation of two stop signs, one on the east side and one on the west side of E. Sunny Dunes Road at S. Calle Palo Fierro, a new stop legend and stop bars on both sides of Sunny Dunes, and refresh stop legends and stop bars on both sides of Calle Palo Fierro.

MOTION BY MAYOR PRO TEM DEHARTE, SECOND BY MAYOR BERNSTEIN, CARRIED 4-0-1, to: 1C) Approve the traffic cal ming request: Los Compadres and Sonora Sunrise Neighborhoods: Installation of two LED stop signs, one on the north side and one on the south side of S. Farrell Drive at E. Sonora Rd., a new ladder style crosswalk on all four sides of the intersection, a new stop legend and stop bars on both sides of Farrell, and refresh stop legends and stop bars on both side s of Sonora Rd.; and, to adopt Resolution No. 25198 HQWLWOHG ³$

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS,

CALIFORNIA, AUTHORIZING THE CITY ENGINEER TO ESTABLISH AN ALL-WAY

STOP CONTROLLED INTERSECTION AT SOUTH FARRELL DRIVE & EAST SONORA

ROAD AND EAST SUNNY DUNES ROAD & SOUTH CALLE PALO FIERRO, IN ACCORDANCE WITH SECTION 12.16.030 OF THE PALM SPRINGS MUNICIPAL &2'(´
PUBLIC COMMENT:

Abraham Ishaq provided oral testimony.

CITY COUNCIL A ND CITY MANAGER COMMENTS, REPO RTS, & AGENDA DEVELOPMENT:

City Manager Stiles and th e City Council discussed th e tentative upcoming mee ting schedule and agenda items. Councilmembers Garner and Holstege; and Mayor Bernstein provided comments. Councilmember Holstege with consensus from Mayor Pro Tem deHarte and Mayor Bernstein requested a future agenda item regarding code of conduct policies for board members and commissioners.

ADJOURNMENT:

The City Council adjourned the meeting in honor of Tony Bruggemans, T hursday, April 25, 2024, at 8:15 p.m.

Respectfully submitted,
_____________________
Brenda Pree, MMC, CERA
City Clerk
APPROVED BY CITY COUNCIL:
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City of Palm Springs Page 1
Thursday, May 9, 2024
Minutes of the Regular Meeting of the City Council
of the City of Palm Springs
CALL TO ORDER:

A Regular Meeting of the Palm Springs City Council was called to order by Mayor Bernstein on Thursday, May 9, 2024, at 5:32 p.m.

PLEDGE OF ALLEGIANCE:

Daryl Wright, an elementary school student, led the Pledge of Allegiance.

ROLL CALL:

Present: Councilmembers Grace Elena Garner, Chri sty Holstege, and Lisa Middleton; Mayor Pro Tem Ron deHarte; and Mayor Jeffrey Bernstein.

Absent: None.

City Staff

Present: Scott Stiles, City Manager; Flinn Fagg, Deputy City Manager; Jeremy Hammond, Deputy City Manager; Jeffrey Ballinger, City Attorney; Frank Browning, Police Lieutenant; and Brenda Pree, City Clerk, were present at Roll Call. Other staff members presented reports or responded to questions as indicated in the minutes.

PRESENTATIONS, PROCLAMATIONS, AND OTHER NOTICES:

A. RIVERSIDE COUNTY TRANSPORTATION COMMISSION 2024 TRAFFIC RELIEF PLAN:

Aaron Hake, Riverside County Transportation Commission’s Executive Director, provided a presentation.

ACCEPTANCE OF THE AGENDA:

MOTION BY COUNCILMEMBER HOLSTEGE, SECOND BY COUNCILMEMBER MIDDLETON, CARRIED 5-0, to accept the agenda with removal of Consent Calendar Item No. 1J.

REPORT OF CLOSED SESSION:

The Closed Session of the City Council of May 09, 2024, was called to order by Mayor Bernstein at 4:00 p.m.
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City Council Minutes May 9, 2024
City of Palm Springs Page 2
The meeting convened into Closed Session to discuss th e following items as listed on the Closed Session Meeting Agenda:

CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION, Pursuant to Government Code Section 54956.9(d)(1)
City of Palm Springs v. Desert Community College Dist., Riv. Sup. Ct., No. CVPS2203916 CONFERENCE WITH LEGAL COUNSEL – DISCUSSION TO CONSIDER INITIATION OF LITIGATION, Pursuant to Government Code Section 54956.9(d)(4) Under existing facts and circumst ances, there is one (1) matter the City Council has decided or may decide to initiate litigation.

CONFERENCE WITH LEGAL COUNSEL – PUBLIC EMPLOYEE
DISCIPLINE/DISMISSAL/RELEASE, Pursuant to Government Code Section 54957 Under existing facts and circumstances, there was one (1) matter.

CONFERENCE WITH REAL PROPERTY NEGOTIATOR, Pursuant to Government Code Section 54956.8
Property:

City Negotiator:

Negotiating parties:

Under negotiation:
124 S. Palm Canyon Drive. Palm Springs, CA 9226
Scott Stiles, City Manager; Teresa Gallavan, Assistant City Manager; and Jeff Ballinger, City Attorney
Grit Development, LLC; Kalura Trattoria, Inc.

Price and Terms
PUBLIC TESTIMONY:

Abraham Ishaq and Fred Bell provided oral testimony.

1. CONSENT CALENDAR:

MOTION BY MAYOR BERNSTEIN, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, to approve the consent calendar with removal of Item No. 1J for separate discussion.

A. APPROVAL OF PAYROLL WARRANTS, CLAIMS AND DEMANDS

MOTION BY MAYOR BERNSTEIN, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, to adopt Resolution No. 25199 entitled “A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, APPROVING PAYMENT OF PAYROLL WARRANTS/DISBURSEMENTS FOR THE PERIOD ENDING 03-30-24 AND 04- 13-24 TOTALING $4,761,006.14 AND ACCOUNTS PAYABLE WARRANTS DATED 03-28- 24 AND 04-11-24 TOTALING $13,140,262.68, IN THE AGGREGATE AMOUNT OF $17,901,268.82, DRAWN ON BANK OF AMERICA."
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City Council Minutes May 9, 2024
City of Palm Springs Page 3
B. TREASURER’S INVESTMENT REPORT AS OF MARCH 31, 2024:

MOTION BY MAYOR BERNSTEIN, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, to receive and file the Treasurer’s Investment Report as of March 31, 2024.

C. APPROVE TASK ORDER FOR BERG & ASSOCIATES, INC., AGREEMENT A8567 IN THE AMOUNT OF $79,483.68 FOR THE WASTEWATER TREATMENT PLANT (WWTP) SLUDGE DRYING BEDS, CITY PROJECT 21-05

MOTION BY MAYOR BERNSTEIN, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, to:

1. A pprove a task order in the amount of $79,483.68 with Berg & Associates, Inc., an ‘on -call’ firm, for additional construction management and inspection services for the Wastewater Treatment Plant Sludge Drying Beds, City Project No. 21-05.

2. Appropriate $79,483.68 from the Wastewater Capital Improvement Fund balance.

3. Authorize the City Manager or his designee to execute all necessary documents.

D. REQUEST BY THE OWNERS OF TWO HISTORIC PROPERTIES FOR APPROVAL OF

MILLS ACT HISTORIC PROPERTY PR ESERVATION AGREEMENTS FOR A

CONDOMINIUM IN THE VILLA ROMA GARDEN HOMES HISTORIC DISTRICT (HD- 10) LOCATED AT 2558 SOUTH SIERRA MADRE, AND FOR A CONDOMINIUM

LOCATED IN THE SANDCLIFF GARDEN APARTMENT HOMES HISTORIC DISTRICT (HD-5) LOCATED AT 1832 SOUTH BARONA ROAD.

MOTION BY MAYOR BERNSTEIN, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, to

1. approve a Mills Act Historic Property Preservation Agreement between the City of Palm Springs and the owners of the following properties:
1A. 2558 S. Sierra Madre (The Villa Roma Garden Homes), APN: 512-120-057. 1B. 1832 S. Barona Road (Sandcliff Garden Apartment Homes), APN: 510-040-028

2. Authorize the City Manager to execute the Agreements.

3. Direct the City Clerk to record the Agreement with the County of Riverside.

E. ACCEPT THE HOUSING ELEMENT ANNUAL PROGRESS REPORT (APR) FOR THE 2023 CALENDAR YEAR FOR FILING WITH THE CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT.

MOTION BY MAYOR BERNSTEIN, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, TO ACCEPT THE REPORT AS PRESENTED; AND DIRECT STAFF TO MAKE NO CHANGES TO THE REPORT FILED ON APRIL 1, 2024, WITH THE

CALIFORNIA DEPARTMENT OF HOUSIN G AND COMMUNITY DEVELOPMENT AND THE GOVERNOR’S OFFICE OF PLANNING AND RESEARCH.
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City Council Minutes May 9, 2024
City of Palm Springs Page 4
F. ACCEPTANCE OF INSTALLATION OF THE HIGH INTENSITY ACTIVATED

CROSSWALK (HAWK) SIGNAL, RACQU ET CLUB AND VIA MIRALESTE, CITY PROJECT 21-12

MOTION BY MAYOR BERNSTEIN, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, TO ACCEPT THE PUBLIC WORKS IMPROVEMENT IDENTIFIED AS INSTALLATION OF THE HAWK SIGNAL , E. RACQUET CLUB ROAD AND VIA MIRALESTE, CITY PROJECT NO. 21-12, AS COMPLETED IN ACCORDANCE WITH THE PLANS AND SPECIFICATIONS; AND AUTHORIZE THE CITY ENGINEER TO EXECUTE

AND FILE FOR RECORDATION WITH THE RIVERSIDE COUNTY RECORDER A NOTICE

OF COMPLETION FOR INSTALLATION OF THE RACQUET CLUB AND VIA MIRALESTE HAWK SIGNAL, CITY PROJECT 21-12.

G. ADOPT THE CITY OF PALM SPRING S FY 2024-25 INVESTMENT POLICY GOVERNING THE INVESTMENT OF CITY FUNDS.

MOTION BY MAYOR BERNSTEIN, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, to adopt Resolution No. 25200 entitled, “A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ADOPTING AN

INVESTMENT POLICY GOVERNING THE INVESTMENT OF CITY FUNDS AND SUPERCEEDING RESOLUTION NO. 25123” and deleg ating the City Council’s authority to invest and reinvest public funds, and to sell or exchange securities so purchased, to the City Treasurer for one year or until earlier revoked by the City Council.

H. APPROVE CONTRACT SERVICES AGREEM ENT NO. 24B082 WITH ONYX PAVING COMPANY, INC. FOR ON-CALL ASPHALT REPAIR AND REPLACEMENT SERVICES

MOTION BY MAYOR BERNSTEIN, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, to approve Contract Services Agreement 24B082 with Onyx Paving Company, Inc. to provide on-call asphalt repair and replacement services in an amount not to exceed $900,000 for the initial three-year term beginning May 13, 2024, through May 12, 2027, with two one-year extension options at the City’s sole discretion; and authorize the City Manager or designee to execute all necessary documents.

I. APPROVE CONTRACT SERVICES AGRE EMENT NO. 24B083 WITH HARDY & HARPER, INC. FOR ON-CALL CONCRETE REPAIR AND REPLACEMENT SERVICES

MOTION BY MAYOR BERNSTEIN, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, to approve Contract Services Ag reement 24B083 with Hardy & Harper, Inc. to provide on-call concrete repair and replacement services in an amount not to exceed $1,500,000 for the initial three-year ter m beginning May 13, 2024, through May 12, 2027, with two one-year extension options at the City’s sole discretion; and authorize the City Manager or designee to execute all necessary documents.
1A - 10
City Council Minutes May 9, 2024
City of Palm Springs Page 5
J. APPROVE OPENING THE COMMUNITY INITIATED PROJECT APPLICATION PROCESS FOR MEASURE J WITH AVAILABLE FUNDS OF $6 MILLION This item was removed from the Consent Ca lendar for separate discussion and considered under Excluded Consent Calendar.

K. APPROVE AGREEMENT WITH FRONTIER COMMUNICATIONS CORPORATION

FOR FIVE YEARS OF TELECOMMUNICATIONS SERVICES

MOTION BY MAYOR BERNSTEIN, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, to:

1. Approve an agreement with Frontier Commun ications for five years for telecommunications services at a cost not to exceed $1,323,080.

2. Ratify past purchases of telecommunicati ons services from Frontier Communications

3. Authorize the City Manager to execute al l documents associated with this purchase.

EXCLUDED CONSENT CALENDAR:

J. APPROVE OPENING THE COMMUNITY INITIATED PROJECT APPLICATION PROCESS FOR MEASURE J WITH AVAILABLE FUNDS OF $6 MILLION

MOTION BY COUNCILMEMBER HOLSTEGE, SECOND BY MAYOR BERNSTEIN, CARRIED 5-0, to approve opening the application process for Community Initiated Projects with the timeline indicated in the application (beginning June 3, 2024) and available funds of $6 million with a $500,000 cap per project (as amended to include that staff be guided by the $500,000 cap, but not limited to a $500,000 cap per project), and a set-aside for project overages of $1.2 million.

2. PUBLIC HEARINGS: None.

3. BUSINESS & LEGISLATIVE:

A. FISCAL YEAR 2022-23 MEASURE J AND SINGLE AUDIT REPORTS OF THE CITY

OF PALM SPRINGS

MOTION BY COUNCILMEMBER HOLSTEGE, SECOND BY MAYOR PRO TEM DEHARTE, CARRIED 5-0, to receive and f ile the following Financial Audit Reports for Fiscal Year Ending June 30, 2023:
x Measure J Fund Report Annual Financial Report
x Single Audit
B. APPROVAL OF THE AIRPORT MAST ER PLAN AIRSIDE AND LANDSIDE

CONCEPTUAL DEVELOPMENT PLAN FOR THE PALM SPRINGS

INTERNATIONAL AIRPORT

MOTION BY COUNCILMEMBER GARNER, SECOND BY COUNCILMEMBER HOLSTEGE, CARRIED 5-0, to approve the Airpo rt Master Plan airside and landside conceptual development plan for the Palm Springs International Airport including the associated terminal plan and onsite Consolidated Rental Car Facility (CONRAC). 1A - 11
City Council Minutes May 9, 2024
City of Palm Springs Page 6
C. CITY BOARDS AND COMMISSIONS – DISCUSSION AND POSSIBLE DIRECTION REGARDING ROLES AND DUTIES OF CI TY BOARDS/COMMISSIONS; POSSIBLE CODE OF CONDUCT; SUPPORT AND GUIDANCE OF BOARDS AND
COMMISSIONS; AND PROCESS FOR REMOVAL OF BOARD/COMMISSION

MEMBERS

MOTION BY COUNCILMEMBER HOLSTEGE, SECOND BY MAYOR PRO
TEM DEHARTE, CARRIED 5-0, directing staff to return with the following items:
x Code of conduct applicable for the City’s boards and commissions; x Review the roles and responsibilities of each board and commission, its ordinances, systems and processes, and define roles for communicating with the City Council. x Return with a proposal for City Council liaisons to be assigned to each board and commission;
x Identify a non-exclusive list of basis for cause for removal of members; and, x Identify a process for the boards and commissions to follow the City Council’s strategic plan.

PUBLIC COMMENT (FOR NON-AGENDA ITEMS):

Aaron Hake, Frankie Espinoza, Gretchen Gutierrez, Ji llian Peterson, Michael Jo seph Patkin, Dr. Jesse Neimeyer-Romero, Abraham Ishaq, Moe Elabdallah provided oral testimony.

CITY COUNCIL AND CITY MANAGER COMMENTS, REPORTS, & AGENDA DEVELOPMENT:

City Manager Stiles and the City Council discussed the tentative upcoming meeting schedule and agenda items. Councilmember Middleton identified the need for an alternate appointee for the Riverside County Transportation Commission.

ADJOURNMENT:

The City Council adjourned the meeting of Thursday, May 9, 2024, at 8:39 p.m.

Respectfully submitted,
_______________________________
Brenda Pree, MMC, CERA
City Clerk
APPROVED BY CITY COUNCIL:
1A - 12

CITY COUNCIL STAFF REPORT

DATE: JUNE 27, 2024 CONSENT CALENDAR

SUBJECT: APPROVE CONTRACT SERVICES AGREEMENT NO. 2 4B133 WITH WEST COAST ARBORISTS, INC. FOR VEGETATION MANAGEMENT

SERVICES

FROM: Scott C. Stiles, City Manager

BY: Fire Department

SUMMARY:

This action will approve Agreement No. 24B 133 with West Coast Arborists, Inc. , in an amount not to exceed $183,000, for vegetation management services.

RECOMMENDATION:

1. Approve Contract Services Agreement 24B133 (Attachment A) with West Coast Arborists, Inc. to provide vegetation management services in an amount not to exceed $183,000 for the initial one-year term beginning July 1, 2024, through June 30, 2025, with two one-year extension options at the City’s sole discretion;

2. Appropriate $183,000 from Safety Fund 1216010 to Contractual Services;

3. Authorize the City Manager or designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form ( Attachment B) submitted on June 6, 2024, West Coast Arborists, Inc. is registered in the State of California.

BACKGROUND:

The City of Palm Springs Fire Department is in need of a vendor to provide v egetation management services. V egetation management has proven to be a major factor in reducing the chances of buildings igniting from wildfires and from wildland areas being ignited from burning buildings. The city-owned vacant lots within the very high fire severity zone pose a signif icant fire risk , due to the accumulation of dry vegetation and combustible materials. With the increasing frequency and severity of wildfires in recent Item 1B - Page 1
City Council Staff Report
June 27, 2024 -- Page 2
Award Vegetation Management Services Contract

years, proactive measures are essential to minimize the risk of fire ignition and spread within these areas. Vegetation management is crucial for reducing fuel loads, creating defensible space, and enhancing overall fire resilience.

STAFF ANALYSIS:

An Invitation for Bids (IFB 24-14) was initiated by the City’s Procurement and Contracting Department on May 9, 2024, based on the Departments of Fire and Maintenance and Facilities specifications. Bids were solicited directly via the City’s procurement vendor portal, PlanetBids. In addition, the IFB was advertised in The Desert Sun. Six bids were received by the June 6, 2024, deadline as follows:

Vendor Bid
Universal Green LLC – Desert Hot Springs, CA $72,000.00 West Coast Arborists, Inc. – Anaheim, CA (Local Office: Indio, CA) $183,000.00 So Cal Land Maintenance, Inc. – Anaheim, CA (Local Office:

Cathedral City, CA)
$196,000.00
Anthony Hoag dba Sustainable Mitigation – Angelus Oaks, CA $254,750.00 Sanchez Landscaping Inc. – Cathedral City, CA $275,000.00 Urban Habitat – La Quinta, CA $416,780.00

The low bid was received by Universal Green LLC; however, Universal Green withdrew their bid due to a mathematical error. West Coast Arborists, Inc. is the lowest, responsive, responsible bidder. Staff recommends approval of Contract Services Agreement No. 24B133 with West Coast Arborists, Inc. for the initial one- year term in the amount not to exceed $183,000 effective July 1, 2024, through June 30, 2025, subject to two one- year optional renewals at the sole discretion of the City.

ENVIRONMENTAL ASSESSMENT
:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above- mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council Priority 1, Quality of Life.

Item 1B - Page 2
City Council Staff Report
June 27, 2024 -- Page 3
Award Vegetation Management Services Contract

FISCAL IMPACT:

An appropriation of $183,000 will be processed from Safety Fund 1216010 to account 1216010-40105 Contract Services to facilitate these additional services.

REVIEWED BY:

Fire Chief: Paul Alvarado
Director of Procurement and Contracting: Kim Baker
City Manager: Scott Stiles

ATTACHMENTS:

A. Contract Services Agreement No. 24B133
B. Public Integrity Disclosure

Item 1B - Page 3

ATTACHMENT A

Item 1B - Page 4

CONTRACT SERVICES AGREEMENT 24B133

VEGETATION MANAGEMENT SERVICES

THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on July 1, 2024 , by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and West Coast Arborists, Inc., a California Corporation , (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”.

RECITALS
A. City requires the services of a licensed and qualified vendor to provide vegetation management services for the Palm Springs Fire Department, (“Project”).

B. Contractor has submitted to City a Bid to provide vegetation management services, under the terms of this Agreement.

C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project.

D. City desires to retain the services of Contractor for the Project.

NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

1. CONTRACTOR SERVICES

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”) .

Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees .

Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern.

1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement.

1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement.

1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement.

2. TIME FOR COMPLETION
Item 1B - Page 5

The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement . Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non -performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay.

3. COMPENSATION OF CONTRACTOR

3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $183,000.

3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director.

Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice.

3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees . An amendment may be entered into:

A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession.

3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City.

4. PERFORMANCE SCHEDULE

4.1 Time of Essence. Time is of the essence in the performance of this Agreement.

4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer.

4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay, and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified.

Item 1B - Page 6

The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one year, commencing on July 1, 2024 , and ending on June 30, 2025 , unless extended by mutual written agreement of the Parties. In addition, the term may be extended at the sole discretion of the City upon written notice to the Contractor, for two (2) additional one (1) year terms.

4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor . Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action.

Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City.

5. COORDINATION OF WORK

5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Patrick Mahoney, President. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer.

5.2 Contract Officer . The Contract Officer shall be the City Manager or his/her designee ("Contract Officer") . Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer . Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer.

5.3 Prohibition Against Subcontracting or Assignment . The experience, knowledge, education, capability, and reputation of Contractor, its principals, and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval . In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provisions making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the Item 1B - Page 7

same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City.

5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents, or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City . Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance . Contractor shall not have any authority to bind City in any manner.

5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer . Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor.

Name: Title:
(to be determined)

5.6 California Labor Code Requirements.

A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”) . If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Sec tion 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements.

6. INSURANCE
Item 1B - Page 8

Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference.

7. INDEMNIFICATION.

7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement.

This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final.

7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

8. RECORDS AND REPORTS

8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require.

8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services .

The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement . Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use . Contractor shall have an unrestricted right to use the concepts embodied in such documents.

Item 1B - Page 9

8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer.

8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement . Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder.

9. ENFORCEMENT OF AGREEMENT

9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California .

Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.

9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs.

9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement.

9.4 Rights and Remedies are Cumulative . Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief , a declaratory judgment, or any other remedy consistent with the purposes of this Agreement.

9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non- prevailing Party all reasonable costs and expenses . These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding.

10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
Item 1B - Page 10

10.1 Non-Liability of City Officers and Employees . No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement.

10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter . Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement.

10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

11. MISCELLANEOUS PROVISIONS

11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre- paid, first-class mail to the address set forth below .

Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing.

To City: City of Palm Springs
Attention: City Manager/ City Clerk
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
To Contractor: West Coast Arborists, Inc.

Attention: Patrick Mahoney
43712 Jackson Street
Indio, CA 92201

11.2 Integrated Agreement . This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement.

11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties.

11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law . In the event that Item 1B - Page 11

any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties.

11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees.

11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third- party beneficiary or otherwise, upon any entity or person not a party to this Agreement.

11.7 Recitals. The above -referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same.

11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.

11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section.

[SIGNATURES ON NEXT PAGE]

Item 1B - Page 12

SIGNATURE PAGE TO CONTRACT SERVICES AGREEMENT
BY AND BETWEEN THE CITY OF PALM SPRINGS AND WEST COAST ARBORISTS, INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below.

CONTRACTOR:

By: _____________________________ By: _____________________________ Signature Signature
(2nd signature required for Corporation)

Date: ___________________________ Date: ___________________________

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _______________ Item No. _______________

APPROVED AS TO FORM: ATTEST:

By: _____________________________ By: _____________________________ City Attorney City Clerk

APPROVED:

By: _____________________________ Date: ____________________________ City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000

Item 1B - Page 13

EXHIBIT “A”

SCOPE OF SERVICES/WORK

Including,

Schedule of Fees

And

Schedule of Performance

Item 1B - Page 14

1.1 Background:

The City of Palm Springs Fire Department is in need of a vendor to provide vegetation management services. Vegetation management has proven to be a major factor in reducing the chances of buildings igniting from wildfires and from wildland areas being ignited from burning buildings. The city-owned vacant lots within the very high fire severity zone pose a significant fire risk due to the accumulation of dry vegetation and combustible materials. With the increasing frequency and severity of wildfires in recent years, proactive measures are essential to minimize the risk of fire ignition and spread within these areas.

Vegetation management is crucial for reducing fuel loads, creating defensible space, and enhancing overall fire resilience.

1.2 Scope:

A. Contractor shall furnish all labor, materials, and equipment necessary to provide vegetation management services (Work) for the Palm Springs Fire Department.

B. Contractor shall provide (3) 3-man crews and (1) supervisor.

C. Contractor shall adhere vegetation management requirements detailed below and in the ‘VEGETATION MANAGEMENT IN VERY HIGH FIRE HAZARD SEVERITY ZONES’, as detailed in Appendix “A”.

1. Areas within 200 feet of structures and/or 10 feet of roadside surfaces or combustible fence: Grass shall be cut to three inches in height. Native brush shall be reduced in quantity to three inches in height. This does not apply to individual native shrubs spaced a minimum of 18 feet apart, provided such shrubs are trimmed up from the ground to 1/3 of their height with all dead material being removed (see diagram below).

2. For trees taller than 18 feet, trim lower branches so no foliage is within six feet of the ground, and remove all dead material. For trees and shrubs less than 18 feet, remove lower branches to 1/3 of their height, and remove all dead material (see diagram below).

3. Trees shall be trimmed up so the foliage is no closer than 10 feet from the outlet of a chimney.

4. All cut vegetation and debris shall be removed in a legal manner. Cut vegetation may be machine processed (i.e. chipped) and spread back onto the property at a depth not to exceed three inches within 30 feet of structures and six inches beyond 30 feet of structures. In addition, spread material shall not be placed within 10 feet of any usable roadside.

5. Use of metal cutting blades for grass or brush clearance shall be limited to those which are non-ferrous/non-sparking.

6. Brush clearance cannot be done on red flag days, when fire weather conditions are at their peak.

7. Individuals engaged in brush clearance operations shall not engage in any other activities during their actual clearance of grass or brush.

8. An approved 2- A two (2) gallon water fire extinguisher, or a pressurized garden hose with attached nozzle shall be within 10 feet of any grass or brush clearance operation, to quickly extinguish a small fire before it burns out of control.

9. Where a gasoline container is present at the site of the grass or brush clearance operation, a minimum 4A 60BC dry chemical fire extinguisher shall be within 10 feet of the brush clearance operation.

Item 1B - Page 15

10. A mobile phone capable of dialing 9-1- 1 shall be charged and readily accessible to the grass or brush clearance operation.

D. Contractor will perform vegetation management on city lots located with our city’s Very High Fire Severity Zone (VHFSZ), see Appendix “B”.

E. Contractor shall manage all vegetation 10 feet from roadways and 200 feet from structures.

F. Contractor shall limb up all dead or dying limbs.

G. Contractor will regularly meet with Fire Marshal or designee.

Item 1B - Page 16

H. Contractor will perform extra work as needed when requested by the Fire Marshal or designee.

I. The City will establish a schedule for conducting vegetation management.

J. The Contractor shall submit a weekly detailed job schedule, time sheet, names and titles of all persons working on the project within ten (10) days after issuance of the notice to proceed.

K. Contractor shall begin work and shall proceed with all reasonable dispatch to completion. The Contractor will be required to maintain all areas in accordance with the contract documents. Work must be completed in consecutive days. Inclement weather may result in the cancellation of certain vegetation management services only if the Contract Administrator or designee determines that there was insufficient time available for the services described to be performed.

L. The Contractor shall accomplish all normal vegetation management services required under this contract between the hours of 7:00 AM and 3:30 PM, 5-days a week (or as otherwise required), for the Fall/Spring months (November through April), and between the hours of 6:00 AM and 2:30 PM, 5-days a week (or as otherwise required), for the Summer/Fall months (May through October). Exceptions may be made to normal working hours, where incidences of use may be too great during the hours specified to allow for proper maintenance. The City may grant, on an individual basis, permission to perform contract maintenance at other hours. No management functions that generate excess noise which would cause annoyance to residents of any area shall be commenced before 8:00 AM. The Contractor shall establish a schedule of routine work to be followed in the performance of this contract.

M. Contractor shall make Lead Workers available for a weekly meeting with Contract Administrator or their designee. Supervisor and/or Area Manager for Contractor shall be available for quarterly meetings with Contractor Administrator or their designee.

N. Except in the case of an emergency call-out, there will be no work scheduled on days that the City is closed for holidays: New Year's Day, Martin Luther King Jr. Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.

O. City properties to be included in these services shall include the following APNs:
504150058 504150046 504150055 504150019
504150018 504150017 504150011 504150012
504150013 513070009 513060021 510210017

P. Minimum Equipment Needed: Contractor is expected to own and include in pricing all hand tools, hand trucks, boom trucks, bobcats, trucks, and any other equipment necessary to provide the services required by this scope of work. The City will not pay additional equipment fees or rentals.

1. All vehicles must be Heavy Duty four-wheel drive vehicles equipped with flashing arrow signs (FAS), and caution beacons. A hauling bed or pull trailer with a capacity no less than 14 feet long, six feet wide, with side boards at least five feet high is required.

2. Small hand tools including but not limited to: loppers, clippers, hand saws, chainsaws, rakes, brooms, shovels, pitch forks, weed-eaters, hoes, wheelbarrows and all employee safety and personal protective equipment, are to be provided by Contractor at all times. Leaf blowers must be battery powered.

Item 1B - Page 17

3. Contractor is responsible for all traffic control and must meet CalTrans standards and practices. Each truck shall carry adequate traffic control devices such as cones, roadwork signs on barricades and delineators to perform assigned tasks.

A minimum of 25 cones with reflective sleeves, 2 Road Work Ahead signs (36” x 36”) on barricades and 2 Lane Closed Ahead (36” x 36”) signs on barricades are required for each truck. Reflective roll up signs that are 48” x 48” with stands are acceptable.

4. Minimal required Personal Protective Equipment needed, but not limited to: Class 2 Safety Vests, puncture proof disposable gloves, leather work gloves, reinforced work boots, safety glasses/goggles, face shields, dust masks, face coverings, headwear for sun protection, rain gear and appropriate hearing protection.

Contractor shall provide documentation for all employee attended safety meetings and bi-annual IMSA CAL-TRANS standard ‘Work Zone Temporary Traffic Control’ certifications for Lead Workers and Supervisors.

Q. Green Waste Disposal: Green waste shall be defined as tree and shrubbery trimmings, grass, weeds, leaves, woodchips and other garden organic materials.

1. Contractor shall be responsible for recycling all green waste generated from their contract performance.

2. Contractor shall have the duty to keep all green waste from being contaminated to an extent it no longer can be recycled.

3. Contractor shall deliver all green waste to a city approved reclamation site, for the purposes of recycling. Approved reclamation sites are:
i. California Valley Compost Facility – 87011 Landfill Road, Coachella ii. So Cal Recycling – 29250 Rio Del Sol, Thousand Palms

4. Contractor shall submit a monthly report identifying the weight and/or volume of green waste recycled during the preceding month. Payment of maintenance invoice will not be made until green waste monthly report is completed and received by the City.

5. All debris resulting from any of the Contractor’s operations shall be removed and disposed of legally at the Contractor’s expense. No debris will be allowed to remain at the end of the workday. (Failure to remove and dispose of debris shall result in a liquidated damages charge of $100 per site, per occurrence to be deducted from the Contractor’s payment.)

6. All debris must be separated into green waste, recyclables, and other waste to minimize contamination and be disposed of in the appropriate locations. (Failure to separate and dispose of debris appropriately shall result in a liquidated damages charge of $100 per site, per occurrence to be deducted from the Contractor’s payment.)
R. Storage Facilities: The City shall not provide any storage facilities for the Contractor.

The City’s Corporate Yard located at 425 N. Civic Drive is a secure facility and shall not be used by the Contractor. The Contractor shall be responsible for obtaining an appropriate administrative office, storage yard, and secure parking lot for its equipment and vehicles. The location of its facility shall be within the City of Palm Springs, or subject to the approval of the City.

S. Parking:

1. During the Contractor’s daily operations and completion of the Work, the Contractor shall park their vehicles and equipment within designated public parking Item 1B - Page 18

areas or work zones, in accordance with local and state laws, maintaining clear travel lanes for vehicular traffic. Overnight parking of the Contractor’s vehicles and equipment shall be located within the Contractor’s own secured storage facility, and not within any City facilities or public parking lots.

2. The Contractor’s vehicles and equipment shall not be parked or set in such a manner that they block pedestrian access or vehicular right -of-way except as required to comply with all safety standards of OSHA or CAL-OSHA.

T. Vehicles: The Contractor’s vehicles used in performance of the services required hereunder shall be maintained in first class condition. Upon commencement of the services, the Contractor shall furnish and apply an appropriate logo on all vehicles to be used within the City identifying the Contractor’s company name. The logo shall be prepared by the Contractor and submitted to the City for approval prior to use.

1.3 Schedule:

Work will commence upon issuance of notice to proceed, and all work shall be completed by the end of contract term.

1.4 Compensation:

Work will be compensated on an hourly basis at the rates detailed on the bid form.

Contract pricing includes all labor, expenses, and incidentals to complete the work outlined in the contract scope. The Contractor may request monthly payments based on the percentage of work completed for the previous month as long as a detailed progress report is provided to support the amount requested. No additional compensation will be due by the City unless the contract is modified for additional work requested by the City.

Item 1B - Page 19

Appendix “A”

VEGETATION MANAGEMENT IN VERY HIGH FIRE HAZARD SEVERITY ZONES

Item 1B - Page 20
PALM :SP'RINGS FIRE D:EP'ARTME .NT
Appendix 11 S"
VEG,ETATJQ,N MANIA.GEMEINT IN VEIRY HIGH FIRE
HAZAIRD S,l:.VEIRITY ZONES
PALM SPRINGS FIRE DEPARTME1N1T
3GIJ IN'ORTH EL CIEL!O R01AD1
IPALM SPRINGS, CA 92:262
CO UNITY RISK REOUC1i1ION CO'NrTACIT INIFOR ltON:

OFFICE: 760.323.8181
EIMAJL: rororouoitvrisk@[email protected]

Item 1B - Page 21

TABLE OF CONTENTS

1.,1 mNTRODUCTION ., .. ., ... .,., ...... ., ... ., ........ ., ... ., ... ., .. ., ... .,., ...... ., ............... ., ... ., .. ., ... .,., ...... ., .............. 3

1.2 PURPOSE ................................ ................................................................................................ 3

1.J PENALTY ...... ., ... ., ...... .,., .. ., .... ., ... ., .................. ., ....... ., .. ., ... ., ..................... ., ....... ., ...... ., .............. 3 1 .. 4 CLEARANCE REQUIREMENTS/FUEL MOm FIICATIONI .......................................... 3-5 iPage2 of5

Item 1B - Page 22

1.1 INTRODUCTION

1.2 IPURPOSE
Th. 111,l]d line . I blLw ' oorop . It
Ii
1,3 IPBN_IAJ_LTY
1A CueAMNCE IREQUIReMSNifS,
I.
(

Item 1B - Page 23
remove loli ·eJT braooh to 1 o.f tbdir height~ and remo\·e aU dead materi~ (see diagram b low).

3. T:re, sball be ·m:m.wed:up :so th foliag · is c.o do 1h:w l 01 fee &o- th outlel ofa chimncy (s~e ci"ag:ram below).

4. • ll .r:oofsurfae· shalil be :maintained free ofs1abs1anli..al ·cc,umul!atio.n oflc · . oecdl: , ·twigs and any olbff combmtible manu. · faw.tain fh feet ,of vert:i.eal! cit~ betwttn roof sum · :amd portions of ow>Jhangiiiig ~ - (se-c diagram bclO\').

S. All cut vegetation and debris sbal!J be 1anoved in a legal ~ . Cu vege:U.tion l.i:1:3Y b · m ~ pr«tS d (i. -.. chipped) and P™d. back 0010, th propffiy at a depth not to C.'.l(teed thfcc mchcs wi hlD. 30 feet of snucrur aiod, si1 inches beyo!Kl J01 act of strncru.11 · • In addl ion. S:Pf - d m !trial · . alJ :o.ot be placed .\ijlfiln ] 01 ~ of my usable roadside.

6. ~ se of metal cutting b1a.des :fo:r grass or brush clearance sh U be limited to l:l!los.e \ '.bic..b -:OQO.-f!J:ro . o.on-spatking.

7. BMh dtMllil - GaM01 b - d: - on red nas 43) " o, fire ·eaim.u coruii1iom ru:t althmpeak..

9. Jn.mvidwils mga ed in brush dearan e opmi.tioos :srui.U 1101 engage in my olhH C:h itits d, iog th ir m .ial dearanc:· ,of grass C, ' bn! h .

9. .i\n ~:wvtd 2- two (2) gail Oi ml :fice tingu,ishcr o a pr ·. 1riz,td g.ml hoiSe \1i"hh attached nozzle shaU be , 0i hin l O feet of any ~ o:F bro.sh d .".mmce opera . 0 · . to q11ic.kl,y r guis'h 3 ,3 I fut · bdo if bums OU of CO:l!llm]. 110. l1 a g _ oline conta ' cl ~•U a the sit of'lhe grass ,o 'brush cl rall.o ~tion, min.im1!1Dl 4. 60D dry clltmica1 fir~ ex ingmshN" shall be wjthin 10 ~r of the blll! , clea c:e opmtio
l L .,1\ cen pbo_e tap.i.ble of dialintr9-H sb.iill be·charg,cil .imd. readily acc-e ible 10 diie grass or bnish clearance opera1ioo.

Item 1B - Page 24
The abov gcncn1 cquicem nts aJso pp to land£c pe \: g tat -an. 'EGETATIO MA AGEME T] A YEAR-ROU D
.RE PO ~IBILITY
lear Em-1 . ]erur Often..

Appendix “B”

VERY HIGH FIRE HAZARD SEVERITY ZONES

Item 1B - Page 25

Item 1B - Page 26
ATJACHM ]Btff G - · RIEU'ISED PiER ADDB D iM I·. 0. 1
B!ID lfORM
IN\iflTAllON FOR BIDS., (IFB 2'4--14/ji
VEGE IATICON A/l'tlb\GE 6NT SERVIOES
I1111g to · ·s IPB f.ar veg;etatiorn g _ · -t sel'Vices, lflrrie r~igned bidder IPfOPO!SeS arnd rk in accornance ·wi · lflrrie s;pecificatio I s. Bidder p:roposes and agrees n fllJlmjsh all r. ,eq I ipm · mmeFiiaTs, s pel'Vi'si oo~ a1111d sefli~ce nemessilIJ l:o oo = e e said W rk in · IDCOida1111re • Hie Si))eIDificalions. oJ the Omy ,of P Sp ·rngs · lld wi acmep1: s I I payn1ern1: · Olie , rol lowirng uni cost mnou ,_ The OffiJ oJ P m Sp i'nis -· II no: a~ any add" ioo 11!:'lrlarges,, ees, aID.. Jfhat are lllO't . ready inol ded or inoorpora'l:ed in Hie · costs,.

ITEM!
1 2
l Seoo1111d Annl!lal aea , ·~
sires I i1i n-..-.-d · I
UNIT ESTIMA JlEDi UN lff PiRICE

QUANTITY
Sl!lm 1 .00
1 1
oulilf. im Plalilefflids :I

SUIBTOTAL
' 76. . D
Fi li,JI est Coast Alroon · !ts Inc. rm1 .,,.ame:. ______________________ _ Dl R . lllmbetr.: 10000009~6 -----------------------; · Sign .rure 10 · l!I oozed PeIrs,m: ,/ j ~
p ,; fed ·. ""''" Pallid< Mahoney , /
il1 'Je: Preside11it
Date:: 06 24

EXHIBIT “B”

INSURANCE PROVISIONS

Including

Verification of Coverage,

Sufficiency of Insurers,

Errors and Omissions Coverage,

Minimum Scope of Insurance,

Deductibles and Self-Insured Retentions, and

Severability of Interests (Separation of Insureds)
Item 1B - Page 27

INSURANCE

1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement .

Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement .

Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers.

2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows:

1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate;

2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence;

3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is:
_________ required
___x_____ is not required;

4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Invitation for Waiver of Workers’ Compensation Insurance Requirement form.

3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it . For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers.

4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy.

Item 1B - Page 28

5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City.

6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf . All proof of insurance is to be received and approved by the City before work commences . City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies.

Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate:

A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).

B. "This insurance is primary and non -contributory over any insurance or self - insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement).

C. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out.

D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers.

In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies.

All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter . Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them.

7. Deductibles and Self -Insured Retentions . Any deductibles or self -insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement . At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions.

Item 1B - Page 29

8. Severability of Interests (Separation of Insureds) . This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability.

Item 1B - Page 30

EXHIBIT “C”
EXECUTIVE ORDER N-6-22 CERTIFICATION

Item 1B - Page 31
Th.econ·
A TT A.rOIH ENT ' 'IIP"
EXECIJlfflVIE ORDER r.i-&.22 OIERllllRICA TIONI
NVITAllON FOR B S (IAB 24--1,~ 1
VEGE.TAllOM . GEM!ElNIT S!ER\HCES
~~· " . ./ Sign ure: // CJ..L. .
0 • • •
f
Pri ed • gime: Patric. . · · ooey
TrfJe: Pre.srdernt
Firm NI

ATTACHMENT B

Item 1B - Page 32

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principal Place of Business)

3. Local or California Address (if different than #2)

4. State where Entity is Registered with Secretary of State If
other than California, is the Entity also registered in California?  Yes  No

5. Type of Entity
 Corporation  Limited Liability Company  Partnership  Trust  Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust, or other entity
________________________  Offi cer  Director  Member  Manager [nam e]  General Partner  Limited Partner
Other _________________________
______________________________  Officer  Director  Member  Manager [name]  General Partner  Limited Partner
Other _________________________
_______________________________  O
fficer  Director  Member  Manager
[name]  General Partner  Limited Partner
Other _________________________
Item 1B - Page 33

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE
JA
NE DOE
[name of owner/investor]
5 0%
, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entity]
A.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title Date Item 1B - Page 34

CITY COUNCIL STAFF REPORT

DATE: JUNE 27, 2024 CONSENT CALENDAR

SUBJECT: APPROVE AMENDMENT NO. 1 TO THE LEASE WITH DESERT ART CENTER OF THE COACHELLA VALLEY, INC., LOCATED AT 550 NORTH

PALM CANYON DRIVE AT FRANCES STEVENS PARK EXERCISING
THE OPTION TO EXTEND THE LEASE AN ADDITIONAL FIVE (5) YEARS

FROM: Scott C. Stiles, City Manager

BY: Housing & Community Development Department

SUMMARY:

The Proposed Amendment No. 1 (Amendment, Attachment A) would exercise an option to extend the term of the lease (Lease, Attachment B) between the City of Palm Springs and Desert Art Center of the Coachella Valley, Inc. (Tenant ), for the property located at 550 North Palm Canyon Drive (Premises) at Frances Stevens Park (Site) for an additional five (5) years.

RECOMMENDATION:

1. Approve Amendment No. 1 to the Lease with Desert Art Center of the Coachella Valley, Inc., to extend the term an additional five years.

2. Authorize the City Manager or his designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

See Attachment C.

BACKGROUND:

The Desert Art Center was established in 1950 and is the oldest arts non- profit organization in the Coachella Valley. Its purpose is to promote art in the community and provide scholarships to local senior high school students encouraging them to continue their studies in the arts programs at college or university.

The Tenant has been operating at the current location since 1995. Having occupied the space for a number of years, the City, in 2018, issued a Request for Proposals to make Item 1C - Page 1
City Council Staff Report
June 27, 2024 -- Page 2
Desert Art Center Lease

the Site available on a competitive basis. At that time, two organizations submitted proposals and the City Council selected the Tenant as the successful bidder. In 2019, a new lease was executed with the Tenant for the 5,000 square foot gallery and office space. Section 2.1. of the Lease provides an option to extend the term of the lease for an additional five (5) years. The proposed Amendment No. 1 would exercise this option.

STAFF ANALYSIS:

The proposed Amendment would extend the lease from October 23, 2024, to October 22, 2029. All other terms and conditions in the Lease would remain the same.

• The rental rate would be $1.00 per year.
• The City reserves the right to use the Art Gallery facility for up to 35 days for programs by the Public Arts Commission, including exhibits, lectures, and other public programs, to be scheduled annually in coordination with the Desert Arts Center.
• Tenant is required to reinvest all “net annual income” generated from its operations on the Premises into facility improvements and/or program enhancements directly related to the premises.

Other important features of the Lease are as follows:

Property Maintenance Responsibilities

Tenant shall be responsible for the minor cosmetic maintenance of the premises only , while Landlord shall be responsible for any and all repairs to the Premises.

The City’s Department of Maintenance & Facilities maintains the Premises, including the structural portions of the buildings, i.e. the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass and mullions, columns, beams, and shafts (collectively "Building Structures"), the exterior landscaping and grounds . The City provides fire alarm monitoring services , and also maintains storefront, doors, window casements, walls glazing, HVAC, plumbing and pipes; while tenant is responsible for janitorial, pest control, gates, electrical wiring and conduits. The City is responsible for any and all repairs to the Premises, including all items listed above. Tenant responsibility would be limited to minor cosmetic maintenance of the Premises, such as vacuuming, window cleaning, mopping, painting, light bulb changes, regular deep cleaning of the Premises, and small drywall repairs.

Utilities

Tenant shall be responsible for payment of certain utilities. The water service to the Premises is not separately metered from the Frances Stevens Park ; therefore, the City pays for water services. Solid waste disposal services for the Frances Stevens Park , including 550 North Palm Canyon Drive, are serviced by Palm Springs Disposal Services Item 1C - Page 2
City Council Staff Report
June 27, 2024 -- Page 3
Desert Art Center Lease

(PSDS) under the Franchise Agreement with the City. All other utilities are the responsibility of the tenant.

If not renewed, the current lease will expire on October 22, 202 4. At that time , Tenant will need to vacate the property.

ENVIRONMENTAL ASSESSMENT
:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to amend a lease of a City -owned property and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with City Council Strategic Priority 1, Quality of Life.

FISCAL IMPACT
:

The City will receive a nnual rental revenue of $1.00 for five years for 550 North Palm Canyon Drive. Tenant has responsibility for payment of all specified utility bills.

REVIEWED BY:

Department Director: Jay Virata
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles

ATTACHMENTS:

A. Lease Amendment No. 1
B. Lease
C. Public Integrity Disclosure

Item 1C - Page 3

Attachment A

Item 1C - Page 4
1 AMENDMENT NO. 1 TO LEASE FOR
550 NORTH PALM CANYON
(DESERT ART CENTER, INC.)

This Amendment No. 1 (“Amendment”) to the Lease Agreement by and between the CITY OF PALM SPRINGS , a municipal corporation (“City” or “Landlord” ), and DESERT ART CENTER, INC., a non -profit corporation (“Tenant”), for the lease of 550 North Palm Canyon Drive in Palm Springs, California, (“Lease Agreement”) is made and entered into this ____ day of __________, 2024.

RECITALS

WHEREAS, the City and the Tenant entered into the Lease Agreement on October 23, 2019; and

WHEREAS, the Lease Agreement was for an initial period of five years, beginning on October 23, 2019, and ending October 22, 2024, with the option of one additional five- year term upon such terms and conditions as the Landlord may choose; and

WHEREAS, the City and Tenant wish to amend the Lease Agreement to allow for the option of one additional five-year term;

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Tenant agree to amend the Lease Agreement as follows:

1. Section 1.3 of the Lease Agreement is hereby deleted in its entirety and replaced with the following:

“ Lease Commencement Date/Term
. On October 1, 1995, City and Tenant
entered into the certain Lease Agreement (“Prior Lease”) for the Premises. By execution of this Lease, the parties agree that the Prior Lease is terminated and has no further force and effect except for any obligations which specifically survive. Tenant is in occupancy as of the Commencement Date under the Prior Lease terms. The Lease shall commence October 23, 2019. Lease Term: (10) years; Lease Termination Date: October 22, 2029.”

1. All other terms and conditions of the Lease Agreement shall remain in full force and effect.

2. Counterparts. This Amendment may be executed in one or more counterparts.

[Signatures on following page]
Item 1C - Page 5
2 IN WITNESS WHEREOF, this Amendment is effective as of the date of City Council approval below.

“CITY”
City of Palm Springs

Date:__________________________ By: _______________________________ Scott C. Stiles, ICMA-CM
City Manager

APPROVED AS TO FORM: ATTEST

By: ___________________________ By: _______________________________ Jeff Ballinger, Brenda Pree, MMC, CERA
City Attorney City Clerk

DESERT ART CENTER, INC.

By: ___________________________

Item 1C - Page 6

Attachment B
Item 1C - Page 7
Item 1C - Page 8
LEASE
By and Between

THE CITY OF PALM SPRINGS
and
DESERT ART CENTER OF THE COACHELLA VALLEY, INC.
55575.00001\32077669.3
Item 1C - Page 9
LEASE
By and Between

THE CITY OF PALM SPRINGS
and
DESERT ART CENTER, INC.
is made and entered into this ·?,. '? day of THIS ()lffi~ ("Lease") , 2019 by and between the CITY OF PALM SPRINGS, a
municipal corporation (referred to variously as ''Landlord" or "City"), and DESERT ART CENTER, Inc., a non•profit corporation ("Tenant" or "Desert Art Center") who agree as follows:

1.0 LEASE SUMMARY. Certain fundamental lease provisions are presented in this Section and represent the agreement of the parties hereto, subject to further definition and elaboration in the respective referenced Sections and elsewhere in this Lease. In the event of any conflict between any fundamental lease provision and the balance of this Lease, the latter shall control. References to specific Sections are for convenience only and designate some of the Sections where references to the particular fundamental lease provisions may appear.

1.1 Premises. The "Premises shall refer to that certain real property located in the City of Palm Springs, County of Riverside, State of California, located at 550 N. Palm Canyon Drive, Palm Springs CA 92262, and shown on Exhibit "A" hereof together with the improyements located thereon as depicted on the Plot Plan attached as Exhibit "B" hereof.

1.2 Approximate Floor Area of Premises. 5,000 square feet of exclusive use floor area.

1.3 Lease Commencement Date/Term. On October I, 1995, City and Tenant entered into that certain Lease Agreement ("Prior Lease") for the Premises. By execution of this Lease, the parties agree that the Prior Lease is terminated and has no further force and effect except for any obligations which specifically survive. Tenant is in occuwn~ as of the Commencement Date under the Prior Lease terms. The Lease shall commence UC\l::l'OQQ. '2. '=5 , 2019.

Lease Term: Five (5) years; Lease Termination Date: QC::n'.:) 'OQQ. 'Z.'3· , 2024

1.4 Rent. One Dollar ($1.00) per year (see Section 3.1).

1.5 Security Deposit. $500.00; previously received with execution of original lease. (See Section 3.9)

1.6 Use of Premises. Premises shall be used for artist's studio space, art workshops, gallery display, including but not limited to sales by artists, art fairs and art festivals.

Tenant shall make good faith efforts to coordinate usage of the Premises with the City. The Tenant may allow other non-profit groups to use the facility provided the use is consistent with this section 1 Desert Art Center lease
550 North Palm Canyon Drive
55575.00001\32077669.3
Item 1C - Page 10
and Section 9 of the Lease, "Assignment and Subletting". The Tenant is entitled to recover its cost incurred when another user leases the facility. The Tenant's use and possession of the Premises shall not be exclusive, but shall be deemed subject to the Landlord's right to permit use of the Premises by other nonprofit entities. The City reserves the right to use the Art Gallery facility for up to 35 days for programs including exhibits, lectures, and other public programs, to be scheduled annually in coordination with Tenant. Tenant has been in possession of the Premises under the Prior Lease and by execution of this Lease, Tenant agrees that the Premises and the Building were at such time in satisfactory condition and that Tenant has accepted the condition of the Premises and the Building in their "as-is" condition;

1.7 Address for Notices

2.0 TERM.

Tenant:

Desert Art Center of Coachella Valley, Inc.

Ian K. Cooke, President
P.O. Box 2813
Palm Springs, CA 92263
Telephone: 760-323- 7973
Landlord:

City of Palm Springs
David H. Ready, Esq., Ph.D., City Manager
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262

2.1 Term. The term of this Lease shall commence on the date specified in Section 1.3 ("Commencement Date") and shall continue for a period of five years unless earlier terminated as provided herein. The Landlord shall have the authority, exercisable in the Landlord's sole discretion, to extend the term of this Lease for an additional five (5) years, upon such terms and conditions as the Landlord may choose.

2.2 Termination By Landlord. Landlord shall have the right to terminate this Lease effective at any time after the first anniversary of the Commencement Date, for its convenience and without cause, upon giving Tenant one (1) year written notice. Tenant hereby waives any right to receive any other compensation from Landlord, including, but not limited to, the value of Tenant's leasehold interest, loss of goodwill and relocation benefits, inverse condemnation or the taking of property and Landlord shall have no obligation to pay Tenant therefore. Landlord shall not be obligated to pay Tenant any portion, including any unamortized portion, of any costs of improvements except as the Parties may agree in writing by future amendment to this Lease. Landlord shall have the right to terminate this Lease upon thirty (30) Desert Art Center Lease
550 North Palm Canyon Drive
55575.00001\32077669.3
2 Item 1C - Page 11
days' advance written notice to Tenant for non-performance of this agreement including delinquent rental payments, failure to provide annual reports as outlined in Exhibit "E", or any other breach of agreement terms (see Section 3.10).

2.3 Holding Over. Any holding over after the expiration of the term of this Lease, with the consent of Landlord, express or implied, shall be construed to be a tenancy from month to month, cancelable upon thirty (30) days' written notice, and continued at the rent in effect at the expiration of the term and upon terms and conditions as existed during the last year of the term hereof.

3.0 RENT.

3.1 Rent. Tenant shall pay to Landlord, during the term of this Lease from and after the Commencement Date as annual rental ("Annual Rental") for the Premises the sum specified in Section 1.4 hereof, unless Section 4.6 requires fair market value, in which case the Tenant shall pay the sum specified in Section 4.6, which sum shall be paid in equal monthly installments in advance on the first day of each calendar month. All rental to be paid by Tenant to Landlord shall be in lawful money of the United States of America and shall be paid without deduction or offset, prior notice or demand at the address designated in Section 1. 7 hereof.

3.2 Intentionally Left Blank.

3.3 Annual Repair and Improvement List. City and Tenant shall meet with each other on each anniversary of the Commencement Date in order to develop a list of repairs and improvements· of the Premises that the City intends to undertake for the following year. City and Tenant shall work in good faith in developing such list; provided however, that the City, as the owner of the Premises, retains the ultimate discretion with regard to what repairs and improvements are listed and ultimately undertaken.

3.4 Intentionally Left Blank.

3.5 Real Property Taxes. In addition to all rentals herein reserved, if required, Tenant shall pay either directly to the taxing authority or to Landlord, annual real estate taxes and assessments levied upon the Premises (including any possessory interest taxes levied under Revenue and Tax Code 107.6), as well as taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing real property taxes.

3.6 Intentionally Left Blank.

3.7 Intentionally Left Blank.

3.8 Utilities.
(a) Water. City shall pay for water utility services, since the buildings are not 3 Desert Art Center lease
550 North Palm Canyon Drive
55575.00001\32077669.3
Item 1C - Page 12
separately metered from the City's Frances Stevens Park. (b) Solid Waste. Palm Springs Disposal Service picks up trash from Frances Stevens Park as part of its franchise agreement with the City. Tenant may use trash receptacles provided for Frances Stevens Park and located at the south entrance to the parking lot off of Indian Canyon Drive for normal trash disposal; however, upon request of City, Tenant shall pay for any excessive trash disposal beyond the capacity of said trash receptacles.
(c) All other Utilities. Tenant shall pay before delinquency all charges for gas, heat, electricity, power, sewer, telephone service, and all other utility services (other than water and trash, as described above) used in, upon, or about the Premises by Tenant or any of its subtenants, licensees, or concessionaires during the term of this Lease.

3.9 Security Deposit. Tenant has previously paid $500.00 deposit as part of the original Lease dated October I, 1995. Said sum shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provisions of this Lease, including but not limited to the provisions relating to the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for the payment of any rent or any other sum in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant's default or to compensate Landlord for any loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall, within ten (I 0) days after demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount and Tenant's failure to do so shall be a material breach of this Lease.

Landlord shall not be required to keep this Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on such Security Deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be returned to Tenant ( or, at Landlord's option, to the last assignee of Tenant's interests hereunder) at the expiration of the Lease term, provided that Landlord may retain the Security Deposit until such time as any amount due from Tenant in accordance with Paragraph 5 hereof has been determined and paid in full. Should Landlord sell its interest in the Premises during the term hereof and if Landlord deposits with the purchaser thereof the then unappropriated funds deposited by Tenant as aforesaid, thereupon Landlord shall be discharged from any further liability with respect to such Security Deposit. Nothing contained in this Section shall in any way diminish or be construed as waiving any of the Landlord's other remedies as provided in Section

10.0 hereof, or by law or in equity.

3.10 Late Payment. Tenant hereby acknowledges that late payment by Tenant to Landlord of rental or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges. Accordingly, any payment of any sum to be paid by Tenant not paid within five (5) days of its due date shall be Desert Art Center Lease
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subject to a five percent (5%) late charge. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss suffered by such late payment by Tenant. Sixty (60) days before the anniversary date each year the City shall notify the Tenant of any outstanding delinquency, which must be cured prior to the anniversary date or the City may exercise its right of termination under Section 2.2 and terminate the lease.

4.0 USE OF THE PREMISES

4.1 Permitted Use. The Landlord hereby leases to Tenant and Tenant hires from Landlord the exclusive use of the Premises, with improvements as defined herein, for the purpose of conducting thereon only the use specified in Section 1.6 of this Lease.

4.2 Prohibited Uses. Tenant shall not sell or permit to be kept, used, displayed or sold in or about the exclusive Premises: (a) pornographic or sexually explicit books, magazines, literature, films or other printed material, sexual paraphernalia, or other material which would be considered lewd, obscene or licentious, (b) any article that may be prohibited "by standard forms· of fire insurance policies; nor shall Tenant shall use, or permit to be used upon the Premises any of the foregoing, as part of any vending machine, gaming machine or video or arcade game.

4.3 Compliance with Laws.
(a) Tenant shall comply with all laws, ordinances, orders, regulations, rules, resolutions and other governmental requirements relating to the use, condition or occupancy of the Premises which may now or hereafter be in force, including, without limitation, the Americans with Disabilities Act of 1990, and applicable Enviromnental Laws as defined herein (collectively, the "Laws"). The cost of compliance with any of the Laws ( except any capital expenditures, which are the Landlord's responsibility, as provided in Section 5.3 hereof) shall be borne by Tenant.

Tenant shall not use or occupy the Premises in violation of any Law or of the certificate of occupancy issued for the Building of which the Premises are a part, and shall, upon five (5) days' written notice from Landlord, discontinue any use of the Premises which is declared by any govermnental authority having jurisdiction to be a violation of Law or of the certificate of occupancy. Tenant shall not use or occupy the Premises in any manner which is: (i) potentially injurious to the public health, safety or welfare, the enviromnent or the Premises; or (ii) in a manner which creates a basis for liability of Landlord to any governmental agency or third party under any applicable statute or common law theory including, but not limited to, Enviromnental Laws. Tenant shall comply with any direction of any govermnental authority having jurisdiction which shall, by reason of the nature of Tenant's use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or with respect to the use or occupation thereof. Tenant shall not do or permit to be done anything which will invalidate or increase the cost of any fire, extended coverage or any other insurance policy covering the Building and/or property located therein and shall comply with all rules, orders, regulations and requirements of the Pacific Fire Rating Bureau or any other organization performing a similar function. Tenant shall promptly upon demand reimburse Landlord as additional rent for any additional premium charged Desert Art Center Lease
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for such policy by reason of Tenant's failure to comply with the provisions of this Paragraph.

Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them, or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises.

Tenant shall not commit or suffer to be committed any waste in or upon the Premises and shall keep the Premises in first class condition and appearance. (b) Tenant shall comply with all federal, state and local laws, ordinances, rules and regulations relating to environmental protection or the use, analysis, generation, treatment, handling, storage, disposal, release, threatened release or transportation of any Hazardous Materials (as hereinafter defined) including, but not limited to Environmental Laws. Tenant shall not cause or permit any Hazardous Materials to be brought upon, kept, used, generated, treated, handled, released, stored or disposed in, on, under or about the Building or Premises by Tenant, its agents, employees, contractors, licensees or invitees, without the prior written consent of Landlord. The term "Hazardous Materials" as used in this Lease -includes any hazardous, toxic, contaminated or polluting substance, material or waste which is regulated by any local governmental authority or special district, the State of California or the United States Government, including any material, contaminant, pollutant, or substance which is: (i) designated as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste" or "restricted hazardous waste"; (ii) flammables or explosives; (iii) petroleum or petroleum products; (iv) asbestos; (v) polychlorinated biphenyls ("PCB"), or PCB-containing materials; (vi) radioactive materials; or (vii) materials or chemicals stated to be known to cause cancer or reproductive toxicity. In addition, the term "Hazardous Materials" shall also include those materials and substances which are deemed to be hazardous under applicable case law and/or common law theories including, without limitation, theories of nuisance and tort liability. Notwithstanding the foregoing, Tenant may, without Landlord's prior consent, use any ordinary and customary materials reasonably required to be used by Tenant in the normal course of Tenant's office operation on the Premises, so long as such use is in compliance with this Lease, all applicable Laws, and does not expose the Building, Property, Premises or any neighboring properties to any material risk of contamination or damage or expose Landlord to any liability therefor. Landlord makes no representation or warranty as to the presence of Hazardous Materials in, on, under, or emanating from or to the Building or Premises. Landlord has received no written notice of any Building or Premises violation of any applicable Laws regarding Hazardous Materials. "Environmental Laws" shall mean all federal, state and local laws, statutes, ordinances, codes, rules, regulations, standards, orders and requirements pertaining to Hazardous Materials, including the handling and exposure to Hazardous Materials, and/or environmental conditions in, on, under or about the Premises, the Property, or the Building, including soil and groundwater conditions, whether now in effect or which may hereafter come into effect, including but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") (42 U.S.C. § 9601 et seq.); the Resource Conservation and Recovery Act ("RCRA") (42 U.S.C. § 6901 et seq.); the California Hazardous Waste Control Act ("HWCA") (Cal. Health & Safety Code § 25100 et seq.); and the California Hazardous Substance Account Act ("HSAA") (Cal. Health & Safety Code§ 25300 et seq.).

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(c) Pursuant to Section 5.3, Landlord shall be responsible for any structural alterations required to maintain compliance with any Laws, and Tenant shall be responsible for informing Landlord of the need for such alterations.
( d) Inspection by Certified Access Specialist. Landlord discloses that the Premises have not undergone inspection by a Certified Access Specialist as referenced in California Civil Code Section 1938 subsection (e) of which provides: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law.

Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." Pursuant to the foregoing Section 1938(e), Tenant acknowledges and agrees that, if Tenant wishes to have the Premises inspected by a CASp: (i) Tenant must notify Landlord on or before the date when Tenant executes this Lease pursuant to the election below; (ii) the inspection will be at Tenant's sole cost and expense; (iii) the inspection must be scheduled through Landlord and in coordination with the Building's property manager; (iv) any repairs or modifications necessary to correct any violation of construction-related accessibility standards that is noted in the CASp report shall be Tenant's responsibility; and (v) Tenant must provide a copy of the CASp report to Landlord on completion. By initialing below, Tenant represents that:

Tenant wishes to have a CASp inspection of the Premises Initials: ---Tenant hereby waives its right to have a CASp inspection of the Premises Initials: ---

4.4 Signs. Tenant shall not place or permit to be placed any sign that is not in compliance with the sign ordinance of the Landlord upon the exterior or in the windows of the Premises. Any sign not constructed in accordance therewith shall be immediately removed by Tenant and, if said sign is not removed by Tenant within ten (I 0) days of written notice from Landlord to Tenant, then Landlord may remove and destroy said sign without Tenant's approval and without any liability to Tenant.

4.5 Parking and Common Areas. During the term of this Lease and any extension thereof, Landlord gives to Tenant for the use and benefit of Tenant, its agents, employees, customers, licensees and subtenants a non-exclusive license in common with Landlord and other present and future owners and tenants of the Property and their agents, employees, customers, licensees and subtenants, and others authorized by Landlord to use the automobile parking areas, roadways, walkways, landscaped areas, service areas, of the Property for ingress, egress and automobile parking, provided that the condemnation or other taking by any public authority, or sale in lieu of condemnation, of any or all of such parking and common areas shall not constitute a violation of this covenant. Nothing herein contained shall be deemed to prevent Landlord from using or authorizing others to use said parking and common areas. 7 Desert Art Center lease
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4.6 Charitable Leases. The provisions of this Section are required by Resolution No. 14527 of the City Council. Tenant hereby represents and warrants to Landlord that Tenant is exempt from federal income taxation pursuant to Internal Revenue Code Section 501(c)(3) and that Tenant's use of the Premises as specified in Section 1. 7 is a tax exempt function. Tenant hereby acknowledges that the Rent is below fair market rental rates and that the fair market rental value of the property is $138,000 per year. Prior to the execution of this Lease, Tenant has provided Landlord with a proposed schedule of programs and events for which the Tenant intends to use the Premises. Upon the Commencement Date, and on each anniversary of the Commencement Date, or such anniversary date as agreed upon by Landlord and Tenant, Tenant shall report for the upcoming year as outlined in Exhibit "E". If Landlord is not satisfied with the Tenant's performance, Landlord may terminate this Lease upon thirty (30) days' advance written notice to Tenant or increase the Monthly Rent to the fair market rental for the Premises as set forth in this paragraph. If Landlord elects to terminate this Lease as provided in this Section, Tenant hereby waives any right to receive any other compensation from Landlord, including, but not limited to, the value of Tenant's leasehold interest, loss of goodwill, relocation benefits, inverse condemnation, or the taking of property and Landlord shall have no obligation to pay Tenant therefor. In the event that Tenant ceases to be a tax-exempt organization or the use is no longer a tax-exempt function, Rent shall be due at the fair market value from the date Tenant is no longer a tax-exempt or from the date the use is no longer a tax-exempt function, whichever occurs first.

4.7 Rules and Regulations. Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time to time promulgate and/or modify. The rules and regulations, if any, are attached hereto as Exhibit "D" ("Rules and Regulations"). Any amendment or modification of the Rules and Regulations shall be binding upon the Tenant upon delivery of a copy of such amendment or modification to Tenant. Landlord shall not be responsible to Tenant for the nonperformance of any said rules and regulations by any other tenants or occupants. The Rules and Regulations shall apply and be enforced as to all tenants in the Premises on a uniform basis. Notwithstanding the preceding paragraph, if Landlord undertakes the rental of the Premises to a third party group outside the scope of this Lease, Tenant shall not bear responsibility for the compliance with the Landlord's rules and regulations by the group.

5.0 ALTERATIONS AND REPAIRS.

5.1 Alterations and Fixtures. Tenant shall not make, or suffer to be made, any alterations to the Premises, or any part thereof, without the prior written consent of Landlord, and any alterations to the Premises, except movable furniture and trade fixtures, shall become at once a part of the realty and shall at the expiration or earlier termination of this Lease belong to Landlord.

Tenant shall not in any event make any changes to the exterior of the Premises. Any such alterations shall be in .conformance with the requirements of all municipal, state, federal, and other governmental authorities, including requirements pertaining to the health, welfare or safety of employees or the public and in conformance with reasonable rules and regulations of Landlord.

Any removal of alterations or furniture and trade fixtures shall be at Tenant's expense and accomplished in a good and workmanlike manner. Any damage occasioned by such removal shall be repaired at Tenant's expense so that the Premises can be surrendered in a good, clean and 8 Desert Art Center Lease
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sanitary condition as required by Section 5.3 hereof. Any and all fixtures and appurtenances installed by Tenant shall conform with the requirements of all municipal, state, federal, and governmental authorities, including requirements pertaining to the health, welfare, or safety of employees or the public. Upon completion of construction of the alterations, Tenant shall submit to Landlord evidence satisfactory to Landlord of the cost of said alterations ("Improvement Costs").

5.2 Maintenance. Tenant shall be responsible for the minor cosmetic maintenance of the Premises, such as vacuuming, window cleaning, mopping, painting, light bulb changes, regular deep cleaning of the Premises, and small drywall repairs. In addition, Tenant shall periodically sweep and clean the sidewalks adjacent to the Premises, in order to keep the sidewalks in a clean, safe and neat condition.
5 .3 Repair. Landlord shall be responsible for any and all repairs to the Premises, including, without limitation, structural repairs, exterior painting, broken windows, plumbing repairs, repairs to the HV AC system, the roof and any exterior improvements. Tenant hereby waives all right to make repairs at the expense of Landlord, and Tenant hereby waives all rights provided for by the Civil Code of the State of California to make said repairs. By entering into the Premises, Tenant shall be deemed to have accepted the Premises as being in tenantable condition and repair, and Tenant agrees on the last day of said term or sooner termination of this Lease to surrender the Premises with appurtenances, in the same condition as when received and in a good, clean and sanitary condition, reasonable use and wear thereof and damage by fire, act of God or by the elements excepted. Upon Tenant's possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in tenantable condition and repair. Tenant agrees that it will not, nor will it authorize any person to, go onto the roof of the building of which the Premises are a part without the prior written consent of Landlord. Landlord shall respond, within a reasonable time period, to Tenant's non-emergency requests for repairs. Landlord shall respond 24 hours a day, 7 days a week for emergency repairs to the Premises. For purposes of this section, "emergency" shall mean a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, or property.

5.4 Free from Liens. Tenant shall keep the Premises free from any liens arising out of any work performed, material furnished, or obligation incurred by Tenant or alleged to have been incurred by Tenant.
5 .5 Additional Consideration for Lease. As additional consideration for rel).ting the Premises, Tenant agrees to perform the Property management obligations in accordance with Exhibit "E" attached hereto.

6.0 INSURANCE AND INDEMNIFICATION.

6.1 Insurance Provided by Landlord. Landlord shall maintain fire and extended coverage insurance throughout the term of this Lease in an amount equal to at least ninety percent (90%) of the replacement value of the Tenant's building on the Premises, together with such other insurance, coverages and endorsements as may be required by Landlord's lender, or as Landlord 9 Desert Art Center Lease
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may determine in its sole discretion. Tenant hereby waives any right of recovery from Landlord, its officers and employees, and Landlord hereby waives any right of loss or damage (including consequential loss) resulting from any of the perils insured against as a result of said insurance.

Tenant agrees to pay to Landlord its pro rata share of the cost of said insurance to be determined by the relationship that the gross floor area of the Premises bears to the total gross leasable floor area of the building or buildings for which such policy relates.

6.2 Insurance Provided by Tenant.
(a) Tenant to Provide Personal Property Insurance. Tenant, at its expense, shall maintain fire and extended coverage insurance written on a per occurrence basis on its trade fixtures, equipment, personal property and inventory within the Premises from loss or damage to the extent of their full replacement value. (b) Tenant to Provide Liability Insurance. During the entire term of this Lease, the Tenant shall, at the Tenants sole cost and expense, but for the mutual benefit of Landlord and. Tenant, maintain comprehensive general liability insurance insuring against claims for bodily injury, death or property damage occurring in, upon or about the Premises and on any sidewalks directly adjacent to the Premises written on a per occurrence basis in a combined single limit of ONE MILLION DOLLARS ($1,000,000.00) for bodily injury, death, and property damage and TWO MILLION DOLLARS in the aggregate, however, if Landlord so elects Landlord may provide such insurance and, in such event, Tenant agrees to pay its pro rata share of the cost of said insurance on the same basis as provided in Section 6.1 above. (c) Tenant to Provide Worker's Compensation Insurance. If applicable, Tenant shall, at the Tenants sole cost and expense, maintain a policy of worker's compensation insurance in an amount as. will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Tenant and the Landlord against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker·employed by or any persons retained by the Tenant in the course of conducting Tenant's business in the Premises. (d) General Provisions Applicable to Tenant's Insurance. All of the policies of insurance required to be procured by Tenant pursuant to this Section 6.2 shall be primary insurance and shall name the Landlord, its officers, employees and agents as additional insureds. The insurers shall waive all rights of contribution they may have against the Landlord, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing 30 days prior written notice by registered mail to the Landlord. Prior to the Commencement Date or such earlier date as Tenant takes possession of the Premises for any purpose; and at least 30 days prior to the expiration of any insurance policy, Tenant shall provide Landlord with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by 10 Desert Art Center Lease
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insurance companies acceptable to Landlord, licensed to do business in the state where the Premises are located and rated A: VII or better by Bests Insurance Guide. In the event the Risk Manager of Landlord ("Risk Manager") determines that (i) the Tenant's activities in the Premises creates an increased or decreased risk of loss to the Landlord, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Tenant agrees that the minimum limits of any insurance policy required to be obtained by Tenant may be changed accordingly upon receipt of written notice from the Risk Manager, provided that Tenant shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of Landlord within ten (10) days of receipt of notice from the Risk Manager. Landlord and Tenant hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Premises, its contents, or Tenants trade fixtures, equipment personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief, theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of their respective insurance companies insuring such property of either Landlord or Tenant against such loss, waives any right of subrogation that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby.

6.3 Indemnification of Landlord. Tenant, as a material part of the consideration to be rendered to Landlord under this Lease, hereby waives all claims against Landlord for damage to equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and merchandise, in, upon or about the Premises and for injuries to persons in or about the Premises, from any cause arising at any time. Tenant agrees to indemnify the Landlord, its officers, agents, public officials, volunteers, and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities,. (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the performance of the work, operations or activities of Tenant, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Premises or the parking and Common Area by Tenant or its employees and customers, or arising from the failure of Tenant to keep the Premises in good condition and repair, as herein provided, or arising from the negligent acts or omissions of Tenant hereunder, or arising from Tenant's negligent performance of or failure to perform any term, provision covenant or condition of this Lease, whether or not there is concurrent passive or active negligence on the part of the Landlord, its officers, agents, public officials, volunteers, or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the Landlord, its officers, agents, public officials, volunteers, or employees, who are directly responsible to the Landlord, and in connection therewith:
(a) Tenant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith;
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(b) Tenant will promptly pay any judgment rendered against the Landlord, its officers, agents, public officials, volunteers, or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Tenant hereunder, and Tenant agrees to save and hold the Landlord, its officers, agents, public officials, volunteers, and employees harmless therefrom;
( c) In the event the Landlord, its officers, agents. public officials, volunteers, or employees is made a party to any action or proceeding filed or prosecuted against Tenant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Tenant hereunder, Tenant agrees to pay to the Landlord, its officers, agents, public officials, volunteers, or employees, any and all costs and expenses incurred by the Landlord, its officers, agents. public officials, volunteers, or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees.

7.0 ABANDONMENT AND SURRENDER.

7.1 Abandonment. Tenant shall not vacate or abandon the Premises at any time during the term of this Lease; and if Tenant shall abandon, vacate or surrender the Premises or be dispossessed by process oflaw, or otherwise, any personal property belonging to Tenant and left on the Premises shall be deemed to be abandoned, at the option of Landlord, except such property as may be mortgaged to Landlord.

7.2 Surrender of Lease. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or sub-tenancies, or may, at the option of Landlord, operate as an assignment to it of any or all of such subleases or sub-tenancies.

8.0 DAMAGE AND DESTRUCTION OF PREMISES. In the event of(a) partial or total destruction of the Premises during the term of this Lease, which requires repairs to the Premises, or (b) the Premises being declared unsafe or unfit for occupancy by any authorized public authority for any reason other than Tenant's act, use or occupation, which declaration requires repairs to the Premises, Landlord shall, at its option, make such repairs. Any partial or total destruction of the Premises (including any destruction necessary in order to make repairs required by any declaration made by any public authority) may, at Tenant's election, annul or void this Lease.

9.0 ASSIGNMENT AND SUBLETTING. Tenant shall not assign this Lease or sublet the Premises or any interest therein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. For purposes of this Lease, an assignment shall be deemed to include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Tenant, taking all transfers into account on a cumulative basis. Landlord may withhold its consent to an assignment or 12 Desert Art Center Lease
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sublease to a proposed assignee or sub-lessee, and Tenant agrees that Landlord shall not be unreasonable for doing so, unless all the following criteria are met: (a) The proposed assignee's or sub-lessee's general financial condition, including liquidity and net worth, verified by audited financial statements prepared by a Certified Public Accountant in conformity with Generally Accepted Accounting Principles is equal to or greater than that of Tenant; (b) the proposed assignee or sub-lessee has a demonstrated merchandising capability equal to or greater than that of Tenant as to the use for which the Premises are leased; (c) the proposed assignee or sub-lessee is morally and financially responsible; ( d) the failure of tenant's use of the Premises to fit the business plan of Landlord to promote tourism to the City of Palm Springs; and ( e) the proposed assignee or subtenant is exempt from federal income taxation pursuant to Internal Revenue Code Sections 501(c) (I) and/or 501(c) (3) and the proposed assignee's or subtenant's proposed use of the Premises is a tax exempt function. Any such assignment shall be subject to all of the terms and conditions of this Lease and the proposed assignee shall assume the obligations of Tenant under this Lease in writing in form satisfactory to Landlord. The proposed assignee shall simultaneously provide to Landlord an estoppel certificate in the form described in Exhibit "F" hereafter. Consent by Landlord to one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person. Any assignment or subletting without the prior written consent of Landlord shall be void, shall constitute a material breach of this Lease, and shall, at the option of Landlord, terminate this Lease. Neither this Lease nor any interest therein shall be assignable as to the interest of Tenant by operation oflaw.

Landlord shall be under no obligation to consider a request for Landlord's consent to an assignment until Tenant shall have submitted in writing to Landlord a request for Landlord's consent to such assignment together with audited financial statements of Tenant and the proposed assignee, a history of the proposed assignee's business experience and such other information as required by Landlord to verify that the criteria for assignment, as set forth herein are met. If Landlord approves such assignment, Tenant shall pay to Landlord one-half (1/2) of any consideration received by Tenant for such assignment.

10.0 CURE AND REMEDIES.

10.1 Default by Tenant. In addition to the defaults described in Section 9.0 hereinabove, the occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant: (a) the failure to pay any rent or other payment required hereunder to or on behalf of Landlord more than three (3) days after written notice from Landlord to Tenant that Tenant has failed to pay rent when due; (b) the vacation or abandonment of the Premises by Tenant. Landlord may, at its discretion, allow Tenant to cure any defaults within sixty ( 60) days or any other agreed upon terms (in writing) without waiving any future right to terminate the lease for any other breach of the lease.

Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an abandonment of the Premises by Tenant, shall constitute a termination of this Lease, and Tenant shall not be entitled to any reimbursement of the Security Deposit. 13 Desert Art Center Lease
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10.2 No Waiver. Acceptance of rental payment shall not be deemed a waiver of any default or a waiver of any of Landlord's remedies.

10.3 In the event of any such default by Tenant, in addition to any other remedies available to Landlord at law or in equity, Landlord shall have the immediate option to terminate this Lease and all rights of Tenant hereunder. In the event that Landlord shall elect to so terminate this Lease then Landlord may recover from Tenant:
(a) the worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus
(b) the worth at the time of award of the amount by which the unpaid rent which would have been reasonably earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus
( c) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus ( d) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom.

As used in Subparagraphs 10.3 (a) and (b) above, the "worth at the time of award" is computed by allowing interest at the maximum rate permitted by law per annum. As used in Subparagraph 10.3( c) above, the "worth at the time of award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1 % ). ··

10.4 In the event of any such default by Tenant, Landlord shall also have the right, with or without terminating this Lease, to re-enter the Premises and remove all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. No re­ entry or taking possession of the Premises by Landlord pursuant to this Subparagraph 10.4 shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction.

10.5. Landlord shall also have the remedy described in California Civil Code Section 1951.4 (i.e., the right to continue the Lease in effect and recover rent as it becomes due). In such event, Landlord may continue this Lease in full force and effect, and this Lease will continue in effect as long as Landlord does not terminate Tenant's right to possession, and Landlord shall have the right to collect rent when 14 Desert Art Center lease
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due. During the period Tenant is in default, Landlord can enter the Premises and relet them, or any part of them, to third parties for Tenant's account. Tenant shall be liable immediately to Landlord for all costs Landlord incurs in reletting the Premises,. including, without limitation, brokers' commissions, expenses. of remodeling the Premises required by the reletting, and like costs. Reletting can be for a period shorter or longer than the remaining term of this Lease. Tenant shall pay to Landlord the rent due under this Lease on the dates the rent is due, less the rent Landlord receives from any reletting. No act by Landlord allowed by this Subparagraph 10.5 shall terminate this Lease unless Landlord notifies Tenant that Landlord elects to terminate this Lease.

If Landlord elects to relet the Premises as provided in this Subparagraph 10.4, rent that Landlord receives from reletting shall be applied to the payment of:
(a) First, any indebtedness from Tenant to Landlord other than rent due from Tenant;
(b) Second, all costs, including for maintenance, incurred by Landlord in re letting;
( c) Third, rent due and unpaid under this Lease. After deducting the payments referred to in this Paragraph, any sum remaining from the rent Landlord receives from reletting shall be held by Landlord and applied in payment of future rent as rent becomes due under this Lease. In no event shall Tenant be entitled to any excess rent received by Landlord. If, on the date rent is due under this Lease, the rent received from the reletting is less than the rent due on that date, Tenant shall pay to Landlord, in addition to the remaining rent due, all costs, including for maintenance, Landlord incurred in re letting that remain after applying the. rent received from the reletting as provided in this Subparagraph 25(d).

10.5 All rights, options and remedies of Landlord contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law or in equity, whether or not stated in this Lease. No waiver of any default of Tenant hereunder shall be implied from any acceptance by Landlord of any rent or other payments due hereunder or any omission by Landlord to take any action on account of such default if such default persists or is repeated. Any waiver must be in writing and such express waiver shall not affect defaults other than as specified in the waiver. The consent or approval of Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed to waive or render unnecessary Landlord's consent or approval to or of any subsequent similar acts by Tenant.

11.0 MISCELLANEOUS.
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11. 1 Reservation of Right to Modify Property. Landlord hereby reserves the right (but not the obligation) to renovate, modernize, rehabilitate, expand, reduce, reconfigure, enclose and/or otherwise alter all or any portion of the Premises ( collectively "Modifications"), in such manner and at such time or times, throughout the term of this Lease, as Landlord may, in its sole and absolute discretion, deem to be in the best interests of the Property. In connection with any and all such Modifications, Landlord may enter the Premises to the extent reasonably required by Landlord to pursue and complete such Modifications. In addition, Landlord may temporarily close portions of the parking and common areas and cause temporary obstructions in connection with any Modifications. Tenant agrees that under no circumstances shall the Modifications as to any portion of the Property or the construction activity that takes place in the course of making the Modifications, or any aspect thereof, including Landlord's entry into the Premises, constitute an eviction or partial eviction of Tenant or a breach of Tenant's right to quiet enjoyment or of any other provision of this Lease.

11.2 Entry and Inspection. Tenant shall permit Landlord and its agents to enter into and upon the Premises at all reasonable times for the purpose of inspecting the same for the purpose of maintaining or repairing the Premises as required by the terms of this Lease or for the purpose of posting notices of non-liability for alterations, additions or repairs, or for the purpose of placing upon the property in which the Premises are located any usual or ordinary "For Sale" signs or any signs for public safety as determined by Landlord.

11.3 Estoppel Certificate. If, as a result of a proposed sale, assignment, or hypothecation of the Premises or the land thereunder by Landlord, or at any other time, an estoppel certificate shall be requested of Tenant, Tenant agrees, within ten (10) days thereafter, to deliver such estoppel certificate in the form attached hereto as Exhibit "F" addressed to any existing or proposed mortgagee or proposed purchaser, and to the Landlord. Tenant shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement.

11.4 Jurisdiction, Venue and Mediation. The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Lease, and service mailed to the address of tenants set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California is the proper place for venue as to any such litigation and Tenant agrees to submit to the personal jurisdiction of such court in the event of such litigation. Prior to any claim or litigation for breach of this agreement, Landlord and Tenant agree to non-binding mediation and agree to split the cost for such mediation.

11.5 Force Majeure. If either party hereto shall be delayed or prevented from the performance of any act ,including, but not limited to reason of acts of God, strikes, lockouts, labor troubles, inability to procure materials, usually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargos, wars, and/or acts of any government agency, restrictive governmental laws or regulations or other cause without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall 16 Desert Art Center Lease
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be extended for a period equivalent to the period of such delay as determined by the Landlord, provided such party provides the other party written notice of such event within ten (10) days of the commencement of the prompt payment of any rental or other charge required of Tenant hereunder except as may be expressly provided elsewhere in this Lease. Upon receipt of written notice of delay from the Tenant, Landlord shall ascertain the facts and the extent of delay, and extend the time for performing the acts required for the period of the enforced delay when and if in the judgment of the Landlord such delay is justified. The Landlord's determination shall be final and conclusive upon the Parties to this Lease.

11.6 Partial Invalidity. If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereof.

11.7 Successors in Interest. The covenants herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors, administrators and assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder.

11.8 No Oral Agreements. This (i) Lease covers in full each and every agreement of every kind or nature whatsoever between the parties hereto concerning this Lease, (ii) supersedes any and all previous obligations, agreements and understandings, if any, between the parties, oral or written, and (iii) merges all preliminary negotiations and agreements of whatsoever kind or nature herein. Tenant acknowledges that no representations or warranties of any kind or nature not specifically set forth herein have been made by Landlord or its agents or representatives.

11.9 Authority. In the event that Tenant is a corporation or a partnership, each individual executing this Lease on behalf of said corporation or said partnership, as the case may be, represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation or partnership, in accordance with a duly adopted resolution of the Board of Directors, if a corporation, or in accordance with the Partnership Agreement if a partnership, and that this Lease is binding upon said corporation or partnership in accordance with its terms. Tenant represents and warrants to Landlord that the entering into this Lease does not violate any provisions of any other agreement to which Tenant is bound.

11.10 Relationship of Parties. The relationship of the parties hereto is that of Landlord and Tenant, and it is expressly understood and agreed that Landlord does not in any way or for any purpose become a partner of Tenant in the conduct of Tenant's business or otherwise, or a joint venture with Tenant.

11. 11 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or 17 Desert Art Center lease
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. ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition ( each a "prohibited basis"). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting.

11.12 Notices. Wherever in this Lease it shall be required or permitted that notice and demand be given or served by either party to this Lease to or on the other, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and personally served or forwarded by certified mail, postage prepaid, addressed, if to Landlord, as specified in Section 1. 7. Either party may change the address set forth herein by written notice by certified mail to the other. Any notice or demand given by certified mail shall be effective one (1) day subsequent to mailing.

11.13 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Lease.·

11.14 Exhibits and Addenda. The Exhibits and any other attachments to this Lease are made a part hereof as if fully set forth herein.

11.15 Conflict of Interest. Tenant acknowledges that no officer or employee of the Landlord has or shall have any direct or indirect financial interest in this Lease nor shall Tenant enter into any agreement of any kind with any such officer or employee during the term of this Lease and for one year thereafter. Tenant warrants that Tenant has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Lease.

11.16 California Labor Code Requirements. Tenant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If Tenant performs any "maintenance" with regard to the Premises, and if the total compensation is more than $15,000 or more, Tenant agrees to fully comply with such Prevailing Wage Laws, if applicable. Tenant shall defend, indemnify and hold the Landlord, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure to comply with the Prevailing Wage 18 Desert Art Center Lease
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Laws. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Tenant shall therefore comply with such Labor Code sections to fullest extent required by law. It shall be mandatory upon the Tenant and all of Tenant's contractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors.

11.17 Attorneys' Fees. In the event that any action or proceeding is commenced to regarding this Lease, the prevailing party in such action or proceeding, in addition to all other relief to which it may be entitled, shall be entitled to recover from the other party the prevailing party's costs of suit and reasonable attorneys' fees. The prevailing party shall be as determined by the court in accordance with Code of Civil Procedure Section I 032. The attorney's costs and expert fees recoverable pursuant to this Section include, without limitation, attorney's costs and expert fees incurred on appeal and those incurred in enforcing any judgment rendered. Attorney's costs and fees may be recovered as an element of costs in the underlying action or proceeding or in a separate recovery action.

Desert Art Center Lease
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[SIGNATURES ON NEXT PAGE]
19 Item 1C - Page 28
IN WI1NESS WHEREOF, the parties have duly executed this Lease together with the herein referred to Exhibits which are attached hereto, on the day and year first above written in Palm Springs, California.

APPROVED AS TO FORM:
'

APPROVED BY CITY COUNCIL
4%¥123 ~o /,t -2:1 -1''9
Desert Art Center lease
550 North Palm Canyon Drive
55575,00001\32077669.3
"City"
CITY OF PALM SPRINGS, a municipal
_ corporation
2 ~ ~
By~~
"Tenant"
DESERT ART CENTER, INC., a California
fit 50l(c)(3) corporation
By: _____________ _
Its: --------------
20 Item 1C - Page 29
EXHIBIT "A"

LEGAL DESCRIPTION OF THE PREMISES
That certain property in the City of Palm Springs, County of Riverside, State of California, being generally the property known as Frances Stevens 'Park, described as follows:

That portion of the Southeast quarter of the Southeast quarter of Section 10, To~ship 4 South, Range 4 East, San Bernardino Base and meridian, describ~d as follows:

Beginning at a point on the south line of said Section I 0, Township 4 South, Range 4 East, San Bernardino Base and Meridian, 30 feet West of the Southeast corner thereof; thence South 89° 42' West on said South line, 291.40 feet; thence North on the East line of a public highway 550.4 feet; thence North 89° 42' East 296.75 feet to a point distance 30 feet, measured at a right angle, from the East line -of said Section 10; thence ' South OP 2' 30" East and parallel with said East line, 550.4 feet to the point ofbegirini.ng.

Said property is also situated in the City of Palm Springs, and known as Buildings A and B of the former Senior Center, 550 North Palm Canyon Drive.

Desert Art Center Lease
550 North Palm Canyon Drive
A-1
sss1s.00001\320nss9_3
Item 1C - Page 30
EXIDBIT "B"

PLOT PLAN OF DEMISED PREMISES
SlTEIMPROV.l!.'1.\'1ENT SIUi;-tLtt
filORTHWING .. DESERT ARTCENTER)
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.,..;.. __ .,. . .:-:••-••I•••••·• ---.. ,_ ... ·--... --.~·-·--. -, Desert Art Center Lease
550 North Palm Canyon Drive
55575.00001\32077669.3
B-1
Item 1C - Page 31
Desert Art Center Lease
550 North Palm Canyon Drive
EXHIBIT "C"

INTENTIONALLY LEFT BLANK
D-1
Item 1C - Page 32
EXHIBITD"

RULES AND REGULATIONS

1. All loading and unloading of goods shall be done only at the times, in the areas and through the entrances reasonably designated for such purposes by Landlord.

2. The delivery or shipping of merchandise, supplies and fixtures to and from the Premises shall be subject to such rules and regulations as in the reasonable judgment of Landlord are necessary for the proper operation of the Premises or of the Property generally.

3. All of Tenant's refuse and rubbish shall be removed to central trash bins located in the Property, at Tenant's sole cost and expense.

4. No radio or television or other similar device audible outside the Premises shall be installed without obtaining in each instance the written consent of Landlord. No aerial shall be erected on the roof or exterior walls of the Premises or on the grounds of the Property without first obtaining in each instance the written consent of Landlord which consent shall not be unreasonably withheld or delayed. Any aerial so installed without such written consent shall be subject to removal without notice at any time.

5. No loudspeakers, televisions, phonographs, radios or other devices shall be used in a manner so as to be heard or seen outside of the Premises without first obtaining in each instance written consent of Landlord.

6. The outside sidewalks and loading areas immediately adjoining the Premises shall be kept clean and free from dirt and rubbish by Tenant to the reasonable satisfaction of Landlord, and Tenant shall not place or permit any obstructions or merchandise in such areas, except to the extent specifically permitted by the provisions of Tenant's Lease.

7. Tenant shall not bum any trash or garbage of any kind in or about the Premises or the Property generally.

8. Tenant will not allow animals, except service animals in, about or upon the Premises.

9. Tenant shall not use, and shall not allow anyone else to use, the Premises as a habitation. Such prohibition shall include, without limitation, sleeping, eating or bathing except for cots provided in the Actors Equity dressing rooms solely for use by performers and required under the Equity contract.

10. Tenant shall not place any rubbish or other matter outside any building within the D-2
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Property, except in such containers as are authorized from time to time by Landlord.

11. Tenant shall provide for professional janitorial cleaning of the men's and women's restrooms prior to performances in the auditorium, and at other times as may be necessary by heavy use.

D-3
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EXHIBIT "E"

TENANT'S PROPERTY MANAGEMENT OBLIGATIONS
As additional consideration for this Lease, Tenant agrees to allow the City use of the Art Gallery facility for up to 35 days for programs by the City's Public Arts Commission or other City Departments including exhibits, lectures, and other public programs, to be scheduled annually in coordination with Tenant.

Tenant will reinvest all "net annual income" generated from its business and productions on the Premises into facility improvements and/or program enhancements directly related to the Premises. "Net Annual Income" shall mean the excess of (i) all money received during a specific calendar year as a result of the operation of the art gallery and classrooms and business on the Premises and the sale of goods and services at the Premises determined in accordance with generally accepted accounting principles consistently applied minus (ii) all operating expense directly related to the Premises determined under generally accepted accounting principles consistently applied. In no event shall Tenant be required to reinvest earnings in the project in violation of its nonprofit status. The City may review and audit the Tenant's books and records upon reasonable notice to assure compliance with this paragraph.

Tenant also agrees to work with the City and other non-profit arts groups in order to develop a well-coordinated annual calendar of productions and special events at the· Frances Stevens Festival Park in order to avoid an overly intensive use of the facilities and the creation of vehicular parking and traffic congestion problems.

Tenant will submit an annual report detailing its programming and number of participants, and accounting of funds spent on maintenance. Annual Report shall provide the following information:

Intended Programming and Schedule of Upcoming Year
Documentation of 501c3 non-profit status
Breakdown of Prior Year Revenue
• Art Sales
• Class and Workshop Revenues
• Grants
• Donation
• Total Income/Revenue
Cash Reserve Balance
Accounting of funds spent on building maintenance
E-1
Desert Art Center Lease
Item 1C - Page 35
EXHIBIT"F"

ESTOPPEL CERTIFICATE
Tenant: DESERT ART CENTER, INC.

Landlord: CITY OF PALM SPRINGS, a municipal corporation Date of Lease:

Premises: 550 North Palm Canyon Drive, Buildings "A" and "B" Desert Art Center of the Coachella Valley. Inc. To:

Ian K. Cooke, President
P. 0. Box 2813
Palm Springs. CA 92263
The undersigned hereby certifies as follows:

1. The undersigned is the tenant ("Tenant") under the above-referenced lease ("Lease") covering the above-referenced premises ("Premises").

2. The Lease constitutes the entire agreement between landlord and Tenant with respect to the Premises and the Lease has not been modified, changed, altered or amended in any respect except as set forth-above.

3. The term of the Lease commenced on __ _, 20_ and, including any presently exercised option or renewal term, will expire on ________ .20 __ . Tenant has accepted possession of the Premises and is the actual occupant in possession thereof and has not sublet, assigned or hypothecated its leasehold interest. All improvements to be constructed on the Premises by Landlord have been completed and accepted by Tenant and any tenant construction allowances have been paid in full.

4. As of this date, to the best of Tenant's knowledge, there exists no breach or default, nor state of facts which, with notice, the passage of time, or both, would result in a breach or default on the part of either Tenant or Landlord. To the best of Tenant's knowledge, no claim, controversy, dispute, quarrel or disagreement exists between Tenant and Landlord.

5. Tenant is currently obligated to pay Rent in installments of$ ____ per month and such monthly installments have been paid not more than one month in advance. To the best of Tenant's knowledge, no other rent has been paid in advance and Tenant has no claim or defense against Landlord under the Lease and is asserting no offsets or credits against either the rent or Landlord. Tenant has no claim against Landlord for any security F-1
Desert Art Center Lease
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or other deposits except $500 which was paid pursuant to the Lease.

6. Tenant has no option or preferential right to lease or occupy additional space within the Property of which the Premises are a part. Tenant has no option or preferential right to purchase all of any part of the Premises nor any right or interest with respect to the Premises other than as Tenant under the Lease. Tenant has no right to renew or extend the term of the Lease except as set forth in the Lease.

7. Tenant has made no agreements with Landlord or its agent or employees concerning free rent, partial rent, rebate of rental payments or any other type of rent or other concession except as expressly set forth in the Lease.

8. There has not been filed by or against Tenant a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, or any petition seeking · reorganization or arrangement under the bankruptcy laws of the United States, or any state thereof, or any other action brought under said bankruptcy laws with respect to Tenant.

9. All insurance which Tenant is required to maintain under the Lease has been obtained by Tenant and is in full force and effect and all premiums with respect thereto have been paid.

Dated this ____ day of _________ ~ 20
By: _______________ _
Its:. _________________ _
F-2
Desert Art Center Lease
550 North Palm Canyon Drive

Attachment C

Item 1C - Page 37

CITY OF PALM SPRINGS

PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTIONS FOR APPLICANTS)
Who Must File?
Applicants that are NOT a natural person or group of natural people that will be identified on the application, and seek a City approval determined by a vote of City officials. Examples include corporations, limited liability companies, trusts, etc. that seek a City Council approval, or an approval by one of the City’s board or commissions.

Why Must I File?
The City of Palm Springs Public Integrity Ordinance advances transparency in municipal government and assists public officials in avoiding conflicts of interest. The City’s Public Integrity Ordinance, codified in Chapter 2.60 of the municipal code, reflects the City’s interest in ensuring that companies (and other legal entities that are not natural people) doing business in the community are transparent and make disclosure as to their ownership and management, and further that those companies disclose the identity of any person, with an ownership interest worth two thousand dollars ($2,000) or more, who has a material financial relationship with any elected or appointed voting City official, or with the City Manager or City Attorney.

Note: A material financial relationship is a relationship between someone who is an owner/investor in the applicant entity and a voting official (or the City Manager or City Attorney), which relationship includes any of the following:
(1) the owner/investor and the official have done business together during the year prior to the application;
(2) the official has earned income from the owner/investor during the year prior to the filing of the application;
(3) the owner/investor has given the official gifts worth fifty dollars ($50) or more during the year prior to the filing of the application; or
(4) the official might reasonably be anticipated to gain or lose money or a thing of value, based upon the owner/investor’s interest in the applicant entity, in relation to the application’s outcome.

When Must I File?
You must file this form with the Office of the City Clerk at the same time when you file your application for a City approval determined by a vote of City officials, whether elected or appointed.

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)

(Revised 09 13 18)
Item 1C - Page 38
What Must I Disclose?
A. The names of all natural persons who are officers, directors, members, managers, trustees, and other fiduciaries serving trusts or other types of organizations (attorneys, accountants, etc.).

Note: (1) only trusts or other organizations that are not the fiduciaries, (2) if a second entity that is not a natural person serves the applicant entity (e.g., as a member of an applicant LLC), then all officers, directors, members, managers, trustees, etc., of the second entity must be disclosed).

B. The names of persons owning an interest with a value of two thousand dollars ($2,000) or more who have a material financial relationship with an elected or appointed City official who will vote on the applicant’s application, or with the City Manager or City Attorney.

PENALTIES
Falsification of information or failure to report information required to be reported may subject you to administrative action by the City.

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE
(INSTRUCTION FOR APPLICANTS)

(Revised 09 13 18)

Item 1C - Page 39
---

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

Desert Art Center

2. Address of Entity (Principle Place of Business)

550 North Palm Canyon DR. Palm Springs, CA 92262

3. Local or California Address (if different than #2)

4. State where Entity is Registered with Secretary of State If other than California, is the Entity also registered in California?  Yes  No

5. Type of Entity
 Corporation  Limited Liability Company  Partnership  Trust  Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity ______Bruce Weber (Co-President)_____________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
____________________________Lisa Loudin (Co-President)_________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
Item 1C - Page 40


________________________Candace Kahn (Treasurer)____________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
___________________________Cindy Mason(Secretary)__________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
___________________Christine Houser (Membership)_______________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
_____________Diana Shay-Diehl(Media)________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
_____________Ian Cook (Gallery)_____________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
_____________MaryAnne Brower (Education)_________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________
Item 1C - Page 41


I

I
I
_____________Janis Buller (Events&Hospitality)________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner
 Other ____________________________________

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 09 13 18)

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE

JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity
and name of entity]
A.

N/A

N/A

Item 1C - Page 42
I

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed Name, Title

Bruce G. Weber Co-President

Date 6/19/2024

CITY OF PALM SPRINGS – PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

(Revised 09 13 18)
Item 1C - Page 43

CITY COUNCIL STAFF REPORT
DAT
E: June 27, 2024 CONSENT AGENDA
SUBJECT: RESOLUTION ACKNOWLEDGING RECEIPT OF, AND ACCEPTING, THE FIRE DEPARTMENT’S REPORT ON COMPLIANCE WITH STATE

INSPECTION MANDATES
FR
OM: Scott C. Stiles, City Manager
BY: Fi
re Department
SUMMARY:

St
aff recommends the City Council accept the Fire Department’s annual report, as provided in this staff report, regarding the inspection of certain occupancies, including schools, hotels, motels, lodging houses, apartments, and certain residential care facilities, and adopt a resolution pursuant to Sections 13146.2 through 13146.4 of the California Health and Safety Code.

RECOMMENDATION:

1. Adopt Resolution No. _____, “A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF PALM SPRINGS, CALIFORNIA, ACKNOWLEDGING RECEIPT OF, AND ACCEPTING, THE FIRE DEPARTMENT’S REPORT ON
COMPLIANCE WITH STATE INSPECTION MANDATES.”

2. Authorize the City Manager to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

N/A
BACKGROUND:

The C
alifornia Health and Safety Code requires fire departments within the State of California to annually inspect buildings, public or private, that are utilized as a school, hotel, motel, lodging house, apartment house, and certain residential care facilities that are within their jurisdiction.

Item 1D - Page 1
City Council Staff Report
June 27, 2024 -- Page 2
Compliance with State Inspection Mandates

Inspectors look for compliance with building standards, and other regulations, created by the State Fire Marshal. The inspections focus on public safety and preventing fires.

Pursuant to Senate Bill 1205 (SB1205), the California Health and Safety Code Section 13146.4 was added in 2018, and became effective on September 27, 2018, to read:

(a) Every city or county fire department, or district, required to perform annual Inspections pursuant to Sections 13146.2 and 13146.3, shall report annually to its administering authority on its compliance with Sections 13146.2 and 13146.3.

(b) The report, made pursuant to subdivision (a), shall occur when the administering authority discusses its annual budget, or at another time determined by the administering authority.

(c) The administering authority shall acknowledge receipt of the report, made pursuant to subdivision(a), in a resolution or a similar formal document.

(d) For purposes of this section, "administering authority” means a city council, county board of supervisors, or district board.

STAFF ANALYSIS:

The Fire Department’s Community Risk Reduction Division (Division) is responsible for fire and life safety community programs throughout the City of Palm Springs. One of these programs is the California State Fire Marshal Mandated Annual Inspection program. The annual inspection program requirement is conducted and completed by the Division’s inspectors throughout the year.

Division inspectors issue correction notices for violations. The amount of time provided for the correction of violations is dependent upon the violation itself. Immediately dangerous situations, i.e., locked emergency exits, or gaseous materials stored indoors require immediate correction, while less dangerous or more complicated situations, i.e., fire sprinkler system maintenance, or building repairs, are given two weeks to thirty days for correction.

As required by SB 105, Section 13146.4, the Division, under the direction of the Fire Chief, is to annually report to the City Council its compliance with the annual inspection requirements of the California Health and Safety Code. The Bill also requires the City Council to acknowledge receipt of the compliance report in a resolution.

The table in the following page is the Fire Department’s report of all state mandated occupancies within the City, as well as the total number inspected, and the percentage of completed inspections.

Item 1D - Page 2
City Council Staff Report
June 27, 2024 -- Page 3
Compliance with State Inspection Mandates

Occupancy Total Inspected 2021 Total Properties Success rate

E 18 18 100%

I 1 1 Not required
this year

R1 130 130 100%

R2 493 552 In progress

R2.1 5 5 100%

R4 No properties
H No properties

ENVIRONMENTAL ASSESSMENT
:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.

According to Section 15378(b), a Project does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with City Council Strategic Priority 2, Community Infrastructure.

FISCAL IMPACT
:

None

REVIEWED BY:

Department Director: Paul Alvarado
City Attorney: Jeffrey S. Ballinger
City Manager: Scott Stiles

ATTACHMENTS:

A. Compliance with State Inspection Mandates Resolution

Item 1D - Page 3

Attachment A

Item 1D - Page 4
RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
P

ALM SPRINGS, CALIFORNIA, ACKNOWLEDGING
RECIEPT OF, AND ACCEPTING, THE FIRE DEPARMENT’S

REPORT ON COMPLIANCE WITH STATE INSPECTION

MANDATES

WHE
REAS, the California Health and Safety Code requires fire departments within the state of California to annually inspect buildings, public or private, that are utilized as a school, hotel, motel, lodging house, apartment house, certain residential care facilities, and parcels, in the High Fire Severity Zones (HFSZ) within their jurisdiction; and WHEREAS, inspectors focus on compliance with building standards and other regulations imposed by the State Fire Marshal, and on public safety and fire prevention; and
WHEREAS, pursuant to Senate Bill 1205, section 13146.4 was added to the Health and Safety Code in 2018 to require local fire departments to perform annual inspections and report compliance information annually to its administering authority; and WHEREAS, in accordance with Senate Bill 1205, the Fire Department hereby submits this report on its compliance with the state inspection mandates to the City Council for review and approval; and
WHEREAS, the City Council of the City of Palm Springs intends this Resolution to fulfill the requirements of the Health and Safety Code regarding acknowledgment of the Palm Springs Fire Department’s compliance with sections 13146.2 and 13146.3.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, HEREBY RESOLVES, DETERMINES, AND APPROVES AS FOLLOWS:

A. T
he City Council acknowledges receipt of, and accepts , t he Fire Department’s submission of an annual report regarding the inspection of certain occupancies, including schools, hotels, motels, lodging houses, apartments, certain residential care facilities, and parcels, in the High Fire Hazard Severity Zones pursuant to Sections 13146.2 and 13146.3 of the California Health and Safety Code.

B. The City Manager is authorized to execute all necessary documents associated with the compliance report.

C. This action is not a “Project” as defined by the California Environmental Quality Act (CEQA) because it involves organization or administrative activities of the government that will not result in direct or indirect physical changes in the environment, pursuant to CEQA Guidelines § 15378(a).

Item 1D - Page 5

City Council Resolution No. ____

PASSED, APPROVED, AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, THIS ___ DAY OF ____________________, 2024.

AYES:

NOES:

ABSENT:

Scott Stiles

ATTEST:

Brenda Pree, MMC
City Clerk

Item 1D - Page 6

City Council Resolution No. ____ June 20, 2024

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) ss.

CITY OF PALM SPRINGS )

I, BRENDA PREE, City Clerk of the City of Palm Springs, hereby certify that Resolution No. is a full, true and correct copy, and was duly adopted at a regular meeting of the City Council of the City of Palm Springs on ________________, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Palm Springs, California, this ___ day of _________________, 2024.

Brenda Pree, MMC
City Clerk

Item 1D - Page 7

CITY COUNCIL STAFF REPORT

DATE: JUNE 27, 2024 CONSENT CALENDAR

SUBJECT: APPROVAL OF AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT NO. 23P173 WITH KIMLEY -HORN AND ASSOCIATES,
INC., IN THE AMOUNT OF $ 100,000 FOR THE DEMUTH PARK
PICKLEBALL COURT EXPANSION, CITY PROJECT NO. 22-24

FROM: Scott C. Stiles, City Manager

BY: Engineering Services Department

SUMMARY:

Approval of Amendment No. 1 to Professional Services Agreement No. 23P173 with Kimley-Horn and Associates, Inc. (Kimley -Horn) is requested for an increase in the number of hours needed for additional project meetings, community engagement, and site research necessary to develop a conceptual design for the Demuth Park Pickleball Expansion, City Project No. 22-24, (the “Project”).

RECOMMENDATION:

1. Approve Amendment No. 1, in the amount of $100,000 , to Professional Services Agreement No. 23P173, for a new not-to-exceed amount of $261,395 with Kimley- Horn and Associates, Inc. for the Demuth Park Pickleball Expansion, City Project No. 22-24
; and

2. Authorize the City Manager to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

A copy of Kimley-Horn’s Public Integrity Disclosure Form is included as Attachment A.

BACKGROUND:

The City’s twelve (12) existing p ickleball courts are located at Demuth Park at 4375 E.

Mesquite Avenue, Palm Springs. The courts are highly utilized year-round and provide a free health and wellness recreational amenity for the community. The Parks & Recreation Commission and members of the pickleball community mutually agreed that there was a need to increase the number of courts available in Palm Springs to better meet the high demands of players in the growing pickleball community, as well as to create a cohesive design and better-functioning recreational amenity.

Item 1E - Page 1
On May 3, 2023, the City issued a request for proposals (RFP) to solicit proposals from qualified design firms to prepare conceptual design plans, specifications, and estimates (PS&E) to increase the number of pickleball courts at Demuth Park and develop an optimized court configuration with a lighting system.

On July 24, 2023, City Council awarded a Professional Services Agreement (Contract No. 23P173) to Kimley -Horn in the amount of $161,395 for design services needed for the Demuth Park Pickleball Expansion, City Project No. 22-24. Upon award of the contract and project commencement, Kimley -Horn began working with S taff, the Parks & Recreation Commission, the Pickleball Ad -Hoc Group of the Parks & Recreation Commission, the community , and stakeholders to help conceive a conceptual plan for increasing the number of p ickleball courts at Demuth Park with the goal of creating a concept that reflects the needs of the sport. Subsequently, Purchase Order No. 24000299 was created in the amount of $161,395 comprised of funding equally split between Measure J Funds and Quimby Funds.

STAFF ANALYSIS:

The Demuth Pickleball Expansion Project is currently in the conceptual design phase, which includes professional services by Kimley -Horn associated with project coordination, meetings, data collection, field review, and project services through construction support, design of existing site conditions and working with the community and Project stakeholders to effectively develop a conceptual plan for increasing the number of pickleball courts at Demuth Park.

On June 12, 2024, Kimley-Horn submitted a proposal in the amount of $100,000 needed to cover the additional project meetings, community engagement, and site research to develop a conceptual design for the Demuth Pickleball Courts to present to the Parks & Recreation Commission. Staff is recommending approval of Amendment No. 1, which is included as Attachment B.

ENVIRONMENTAL ASSESSMENT:

Section 21084 of the California Public Resources Code requires Guidelines for Implementation of the California Environmental Quality Act ("CEQA"). The Guidelines are required to include a list of classes of projects which have been determined not to have a significant effect on the environment and which are exempt from the provisions of CEQA. In response to that mandate, the Secretary for Resources identified classes of projects that do not have a significant effect on the environment and are declared to be categorically exempt from the requirement for the preparation of environmental documents. In accordance with Section 15301 "Existing Facilities," Class 1 projects consist of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public structures, facilities, mechanical equipment, or topographical features involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination.

Item 1E - Page 2
Therefore, in accordance with Section 15301 (c), S taff has determined that the Demuth Park Pickleball Court Expansion Project, City Project No. 22- 24, is considered categorically exempt from CEQA and a Notice of Exemption was filed with the Riverside County Clerk.

ALIGNMENT WITH STRATEGIC PLANNING:

This item aligns with City Council Priority 2 “Community Infrastructure,” specifically 2A (Improve City Facilities) and 2C (Community Design).

FISCAL IMPACT
:

The proposed Amendment No. 1 will add $ 100,000 for a new total maximum contract amount of $261,395. Sufficient funding is available through Quimby Funds and Measure J Funds for Amendment No. 1.

REVIEWED BY:

Principal Engineer: Francisco J. Jaime
Deputy City Manager: Flinn Fagg
City Manager: Scott Stiles

ATTACHMENTS:

A. Public Integrity Disclosure – Kimley-Horn
B. Amendment No. 1

Item 1E - Page 3

Attachment A
Item 1E - Page 4
ATTACHMENT “E”

PUBLIC INTEGRITY DISCLOSURE

APPLICANT DISCLOSURE FORM

1. Name of Entity

2. Address of Entity (Principle Place of Business)

3. Local or California Address (if different than #2)

4. State where Entity is Registered with Secretary of State

If other than California, is the Entity also registered in California?  Yes  No

5. Type of Entity

 Corporation  Limited Liability Company  Partnership  Trust  Other (please specify)

6. Officers, Directors, Members, Managers, Trustees, Other Fiduciaries (please specify) Note: If any response is not a natural person, please identify all officers, directors, members, managers and other fiduciaries for the member, manager, trust or other entity

____________________________________________
 Officer  Director  Member  Manager
[name]
 General Partner  Limited Partner

 Other _________________________________

____________________________________________  Officer  Director  Member  Manager [name]
 General Partner  Limited Partner

 Other _________________________________

____________________________________________
 Officer  Director  Member  Manager
[name]
 General Partner  Limited Partner

 Other _________________________________

73-700 Dinah Shore Drive, Unit 101, Palm Desert, CA 92210 421 Fayetteville Street, Suite 600, Raleigh, NC 27601
Kimley-Horn and Associates, Inc.

North Carolina
See attached Principal Officers and Directors
list for Kimley-Horn and Associates, Inc.
r-
-
✓ -
✓
~
-
I
Item 1E - Page 5

7. Owners/Investors with a 5% beneficial interest in the Applicant Entity or a related entity

EXAMPLE

JANE DOE
[name of owner/investor]
50%, ABC COMPANY, Inc.
[percentage of beneficial interest in entity and
name of entity]
A.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
B.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
C.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
D.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]
E.
[name of owner/investor] [percentage of beneficial interest in entity and name of entity]

I DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signature of Disclosing Party, Printed
Name, Title
Date
Associates Group Services, Inc.
100%, Kimley-Horn and Associates, Inc.

APHC, Inc.
100%, Associates Group Services, Inc.

APHC has no owners/investors with 5%
beneficial interest
Jean B. Fares, Sr. Vice President
June 9, 2023
------- ------
-------- ------
Item 1E - Page 6

PRINCIPAL OFFICERS:

Names/Titles Business Address
Barry L. Barber, Chairman 421 Fayetteville Street, Suite 600, Raleigh, NC 27601
Steven E. Lefton, CEO, President 11400 Commerce Park Drive, Suite 400, Reston, VA 20191
Richard N. Cook,
Senior Vice President, Secretary
421 Fayetteville Street, Suite 600, Raleigh, NC
27601
Tammy L. Flanagan,
CFO, Senior Vice President
421 Fayetteville Street, Suite 600, Raleigh, NC
27601
David L. McEntee, Vice President, Treasurer,
Assistant Secretary
421 Fayetteville Street, Suite 600, Raleigh, NC
27601

DIRECTORS:

Names/Titles Business Address
Barry L. Barber, Chairman 421 Fayetteville Street, Suite 600, Raleigh, NC 27601
Stephen W. Blakley, Jr., Senior Vice President 200 South Tryon Street, Suite 200, Charlotte, NC 28202
Scott W. Colvin, Senior Vice President 4582 South Ulster Street, Suite 1500, Denver, CO 80237
William E. Dvorak, Jr., Senior Vice President 111 West Jackson Boulevard, Suite 1320, Chicago, IL 60604
Tammy L. Flanagan, Senior Vice President 421 Fayetteville Street, Suite 600, Raleigh, NC 27601
Ashley M. Frysinger, Senior Vice President 11700 Katy Freeway, Suite 800, Houston, TX 77079
Brian A. Good, Senior Vice President 445 24th Street, Vero Beach, FL 32960 Jennifer L. Harry, Senior Vice President 401 B Street, Suite 600, San Diego, CA 92101 Joseph D. Kaltsas, Senior Vice President 401 B. Street, Suite 600, San Diego, CA 92101 Steven E. Lefton, CEO, President 11400 Commerce Park Drive, Suite 400, Reston, VA 20191
Brent H. Mutti, Senior Vice President 1001 West Southern Avenue, Suite 131, Mesa, AZ 85210
Aaron W. Nathan, Senior Vice President 13455 Noel Road, Suite 700, Dallas, TX 75240 Kevin M. Schanen, Senior Vice President 1920 Wekiva Way, Suite 200, West Palm Beach, FL 33411

Kimley>>> Horn
Item 1E - Page 7
Attachment B
Item 1E - Page 8

Revised: 10.31.23

AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT
NO. 23P173 BETWEEN THE CITY OF PALM SPRINGS
AND KIMLEY-HORN AND ASSOCIATES, INC.

1. PARTIES AND DATE.

This Amendment No. 1 to Professional Services Agreement No. 23P173 is made and entered into as of this _____ day of ______ __, 2024, by and between the City of Palm Springs (“City”) and Kimley-Horn and Associates, Inc. with its prin cipal place of business at 73-700 Dinah Shore Dr., Ste. 101, Palm Desert, CA 92211 (“Cons ultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.”

2. RECITALS.

2.1 Agreement. The City and Consultant have en tered into an agreement entitled “Professional Services Agreement 23P173 Demuth Park Pickleball Expansion Project 22-24” dated July 3, 2023 (“Agreement” or “Contract”) for the purpos e of retaining the servic es of Consultant to provide Design Services for the Demuth Park Pickleball Expansion Project 22-24.

2.2 Amendment. The City and Consultant desire to amend the Ag reement to provide for additional professional services.

2.8 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 1.8 Additional Services of the Agreement.

3. TERMS.

3.1 Scope of Services Section 1.1 of the Agreement is hereby amended to read as follows:

The additional services identified in the Consultant’s letter dated June 18, 2024, included herewith as Attachment 1, are hereby incorporated into Exhibit “A” of the Agreement.

3.2 Maximum Contract Amount Section 2.1 of the Agreement is hereby amended to read as follows:

The total amount of compensation is in creased by $100,000.00 for a new total not to exceed amount of $261,395.00 ("Maximum Contract Amount").

3.3 Continuing Effect of Agreement. Excep t as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force a nd effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in th e Agreement, it shall mean the Agreement as amended by this Amendment No. 1.

Item 1E - Page 9

Revised: 10.31.23

3.4 Adequate Consideration. The Parties here to irrevocably stipulate and agree that they have each received adequate and independent consid eration for the performa nce of the obligations they have undertaken pursuant to this Amendment No. 1.

3.5 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competen t jurisdiction, the rema ining provisions shall continue in full force and effect.

3.6 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an origin al, but when taken together shall constitute but one and the same instrument.

[SIGNATURES ON FOLLOWING PAGE]
Item 1E - Page 10

Revised: 10.31.23

SIGNATURE PAGE TO AMENDMENT NO. 1 BY AND BETWEEN
THE CITY OF PALM SPRINGS AND KIMLEY-HORN AND ASSOCIATES, INC.

IN WITNESS WHEREOF, the Parties have execute d this Amendment as of the dates stated below.

CONTRACTOR:

By: _______________________________________ By: _________________________________________ Signature Signature
(2nd signature required for Corporations)

Date: Date:

CITY OF PALM SPRINGS:

APPROVED BY CITY COUNCIL:

Date: _________ Item No. _____

APPROVED AS TO FORM: ATTEST:

By: ___________________________ By: _______________________________ City Attorney City Clerk

APPROVED:

By: _______________________________ Date:

City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000

Item 1E - Page 11
kimley-horn.com 73-700 Dinah Shore Drive, Unit 101, Palm Desert, CA 92211 619 744 0164 June 18, 2024
Alberto Gradilla
City of Palm Springs
3200 East Tahquitz Canyon Way
Palm Springs, CA 92262
RE: Professional Design Services for Demuth Park Pickleball Expansion Project, City Project No. 22-24
Dear Mr. Gradilla,
Kimley-Horn and Associates, Inc. (“Kimley-Horn” or “Consultant”) is pleased to submit this proposal to The City of Palm Springs (“Client”) to provide design Services for the proposed development of the above referenced property (“Project”) in the City of Palm Springs, CA. The project understanding and scope of services outlined below.

PROJECT UNDERSTANDING
It is understood that the City of Palm Springs would like to add a minimum of twelve (12) additional pickleball courts to the current pickleball area located in Demuth Park along East Mesquite Avenue and Vella Road.

SCOPE OF SERVICES
Kimley-Horn has provided multiple Concept iterations for the first two project concepts, prepared for, and facilitated three Community Outreach meetings, participated in additional coordination meetings as requested, and prepared a third project concept plan. All these items are outside the scope of our original agreement dated July 24, 2023.

Below is an outline of the Additional Services performed to-date, and a breakout of those anticipated:

Task 1: Coordination & Meetings + Data Collection & Field Review Additional efforts within this task necessary for the above out of scope items, include:
a. Data collection for existing trees potentially impacted by the project. b. Project schedule changes per concept updates.
c. Coordination with City Arborist
d. Additional progress meetings to review Concepts, and plan project next steps.

Task 2: Concept Development
Additional efforts within this task were required for the preparation of different iterations of the concepts based on input from the City, the Ad Hoc technical experts, and the Community Outreach meetings. *To accommodate multiple rounds of revisions to the first two project concepts, a portion of the Design Development task funds were used.

Item 1E - Page 12
kimley-horn.com 73-700 Dinah Shore Drive, Unit 101, Palm Desert, CA 92211 619 744 0164 Task 3: Project Concept 3
As requested, Kimley-Horn prepared a third concept for the Pickleball courts, and provided revisions based on comments.

Task 4: Community Outreach & Related Meetings
Kimley-Horn facilitated three (3) Community Outreach Meetings:
a. November 8, 2023
b. December 12, 2023
c. February 27, 2024
Kimley-Horn facilitated five (5) Ad Hoc Committee meetings:
a. September 13, 2023
b. October 4, 2023
c. December 13, 2023
d. February 13, 2024
e. February 20, 2024
Kimley-Horn presented at three (3) Parks and Recreation Commission meetings:
a. November 27, 2023
b. February 26, 2024
c. March 25, 2024
Kimley-Horn anticipates presenting at an upcoming City Council meeting.

Task 5: Optional Tasks:
5A: Environmental Documentation Task
The following environmental scope of services is based on the following key assumptions:
· CEQA compliance documentation will be a Categorical Exemption. · One project design alternative will be evaluated through environmental review.

Our work program will be initiated with the kick-off meeting/discussion, if necessary, which will define the parameters of the analysis, scheduling, and understanding of the Project. The Kimley-Horn team will evaluate the necessary information with respect to the project. Project research will include coordination with appropriate City departments to acquire relevant readily available environmental data, previous studies for the area and other available files, exhibits, maps and reference documents.

Environmental issues that may require further detailed study or that may delay or affect the viability of the Project will be documented.

CEQA Clearance - Notice of Exemption
Based upon our preparation of environmental documentation for similar projects, Kimley-Horn anticipates that the project will be categorically exempt under CEQA Guidelines Section 15301 – Existing Facilities. Kimley-Horn will prepare and file the Notice of Exemption with the County Clerk and State Clearinghouse. The NOE will include a brief explanation as to why this exemption is appropriate, and no exceptions or unusual circumstances exist. Any filing fees shall be the responsibility of the City.

Deliverables for Environmental Documentation Task:
· Draft Notice of Exemption for City review (one round of review; electronic transmittal) · Revised Notice of Exemption for City review (one round of review; electronic transmittal) Item 1E - Page 13
kimley-horn.com 73-700 Dinah Shore Drive, Unit 101, Palm Desert, CA 92211 619 744 0164 · Final Notice of Exemption to State Clearinghouse and to the Riverside County Clerk’s Office (electronic transmittal to State Clearinghouse and hardcopy submittal to County Clerk) 5B: As-Needed Services Tasks
This task provides project flexibility for the Kimley-Horn team to be able to react quickly to requests beyond those listed in the tasks above, and/or requests that extend beyond the budget assigned to the tasks above.

Kimley-Horn will attend or facilitate additional meetings, produce deliverables, and/or coordinate with the City, and other project stakeholders and product representatives as requested, and/or reasonably required, to provide resolution to any comments/requirements that may surface during the construction document preparation phase of the project, and through construction.

This task shall only be used if requested, it shall be documented in correspondence between the City’s Project Manager, and Kimley-Horn’s Project Manager, and effort shall not extend beyond the lump sum number noted below.

SCHEDULE
Kimley-Horn will provide services as expediently as practical to meet a mutually agreed upon schedule.

FEE AND BILLING
Kimley-Horn will perform the services in Tasks 1 - 5 for the total lump sum labor fee below. Individual task amounts are informational only. All permitting, application, and similar project fees will be paid directly by the Client. Kimley-Horn reserves the right, as approved by the City, to reallocate amounts among tasks as necessary. A breakdown of the fee for these additional services is below:

Task 1 – Coordination & Meetings + Data Collection & Field Review $10,045 Lump Sum Task 2 – Concept Development $20,005 Lump Sum
Task 3 – Project Concept 3: $10,960 Lump Sum
Task 4 – Community Outreach & Related Meetings: $16,820 Lump Sum Task 5 – Optional Tasks
5A: Environmental Documentation Task $ 8,000 Lump Sum
5B: As-Needed Services Task $34,170 Lump Sum
Total: $100,000 Lump Sum
Lump sum labor fees will be invoiced monthly based upon the overall percentage of services performed.

Reimbursable expenses will be invoiced based upon expenses incurred. Payment will be due within 30 days of your receipt of the invoice and should include the invoice number and Kimley-Horn project number.

CLOSURE
In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to, our signed, executed contract dated July 24, 2023.

If you concur in all the foregoing and wish to direct us to proceed with the services, please have authorized persons execute this Agreement in the spaces provided below, and return a copy to us via email or mail. We will commence services once we are in receipt of the Item 1E - Page 14
kimley-horn.com 73-700 Dinah Shore Drive, Unit 101, Palm Desert, CA 92211 619 744 0164 executed Agreement.

We appreciate the opportunity to provide these services to you. Please feel free to contact me at (619) 744-0164 or [email protected] if you have any questions or if you need additional information.

Sincerely,
KIMLEY-HORN AND ASSOCIATES, INC.

Michael P. Madsen, PLA #5798
Vice President
Agreed to this ________________ day of ___________________________, 2024 City of Palm Springs
By:
_______________________________________________________ _______________________________________________________ Title:
_______________________________________________________ (Date)
Item 1E - Page 15

CITY COUNCIL STAFF REPORT

DATE: JUNE 27, 2024 CONSENT CALENDAR

SUBJECT: APPROVE CON STRUCTION AGREEMENT NO. 2 4B121 WITH NATA CONSTRUCTION, INC. FOR BLEACHERS AT PALM SPRINGS

BASEBALL STADIUM

FROM: Scott C. Stiles, City Manager

BY: Department of Public Works

SUMMARY:

This action will approve a construction a greement with Nata Construction, Inc. , for the purchase and installation of bleachers at the Palm Springs Baseball Stadium in an amount not to exceed $182,315.16.

RECOMMENDATION:

1. Approve Construction Contract Agreement 24B 121 ( Attachment A ) with Nata Construction, Inc. to provide bleachers for the Palm Springs Power Baseball Stadium for an amount not to exceed $182,315.16;

2. Authorize the City Manager or their designee to execute all necessary documents.

BUSINESS PRINCIPAL DISCLOSURE:

According to the Public Integrity Disclosure form ( Attachment B) submitted on June 4, 2024, Nata Construction, Inc. is registered in the State of California.

BACKGROUND:

The Palm Springs Stadium (Stadium), located at 1901 E. Baristo Road, is a 15,000 square foot baseball stadium, with bleachers, locker rooms, offices, press box and dugouts.

Originally built in 1949 the facility was then utilized by the California Angels Baseball Team for their Spring Training, and league baseball tournaments. The Stadium is currently utilized by Palm Springs Power Baseball Club, Inc., who has successfully coordinated its collegiate baseball program since 2004.

The existing stadium bleachers have met their useful life and require replacement for continued public use.

Item 1F - Page 1
City Council Staff Report
June 27, 2024 -- Page 2
Award Bleacher for Palm Springs Stadium Construction Contract

STAFF ANALYSIS:

An Invitation for Bids (IFB 24-11) was initiated by the City’s Procurement and Contracting Department on May 1, 2024, based on the Department of Public Works specifications.

Bids were solicited directly via the City’s procurement vendor portal, PlanetBids. In addition, the IFB was advertised in The Desert Sun. Three bids were received by the June 4, 2024, deadline as follows:

Vendor Bid
Nata Construction, Inc. – Beaumont, CA $182,315.16
Great Western Recreation – Logan, UT $242,176.85
Hamel Concrete, Inc. – Murrieta, CA $312,500.00

Staff recommends approval of a Construction Contract Agreement No. 24B121 with the lowest, responsive responsible bidder, Nata Construction, Inc. in the amount not to exceed $182,315.16.

ENVIRONMENTAL ASSESSMENT
:

The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above- mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment.

ALIGNMENT WITH STRATEGIC PLANNING:

Approval of this action supports City Council priority 2, Community Infrastructure.

FISCAL IMPACT:

Sufficient funds are budgeted and available in Fiscal Year 2023-24 and 2024- 25 in account 5206570-50119.

REVIEWED BY:

Director of Public Works: David McAbee
Procurement and Contracting Director: Kim Baker
City Manager: Scott Stiles

Item 1F - Page 2
City Council Staff Report
June 27, 2024 -- Page 3
Award Bleacher for Palm Springs Stadium Construction Contract

ATTACHMENTS:

A. Contract Services Agreement No. 24B121
B. Public Integrity Disclosure

Item 1F - Page 3

Attachment A

Item 1F - Page 4

A
GREEMENT 24B121

SHORT FORM CONSTRUCTION CONTRACT

BLEACHERS FOR PALM SPRINGS POWERS BASEBALL

STADIUM

1. PART
IES AND DATE.

This Contract is made and entered into this 1st day of July, 2024 by and between the City of Palm Springs, a California charter city and municipal corporation (“City”) and Nata Construction, Inc., a California Corporation (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Contract.

2. RECITALS.

2.1 City. City is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose.

2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is duly licensed and experienced in providing Bleacher Installation related construction services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of City.

2.3 Project. City desires to engage Contractor to render such services for the Bleachers for Palm Springs Powers Baseball Stadium (“Project”) as set forth in this Contract.

2.4 Project Documents & Certifications . Contractor has obtained, and delivers concurrently herewith, PERFORMANCE BOND, PAYMENT BOND, INSURANCE DOCUMENTS AND PALM SPRINGS BUSINESS LICENSE as required by the Contract.

3. TERMS

3.1 Compensation and Payment.

3.1.1 Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of One Hundred Eighty - Two Thousand Three Hundred Fifteen and 16/100 Dollars ($182,315.16) (“Total Contract Price”) provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City.

3.1.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30) or less calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, City will pay Contractor on a monthly basis as provided for herein.

On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be Item 1F - Page 5

required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request, showing the quantities, unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments.

3.1.3 Prompt Payment. City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. However, no progress payments will be made for Work not completed in accordance with this Contract. Contractor shall comply with all applicable laws, rules and regulations relating to the proper payment of its employees, subcontractors, suppliers or others.

3.1.4 Contract Retentions. If this Contract is greater than Five Thousand dollars ($5,000), from each approved progress estimate, five percent (5%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retention shall be released and paid to Contractor and subcontractors pursuant to California Public Contract Code Section 7107.

3.1.5 Other Retentions. In addition to Contract retentions, the City may deduct from each progress payment an amount necessary to protect City from loss because of: (1) liquidated damages which have accrued as of the date of the application for payment; (2) any sums expended by the City in performing any of Contractor’s obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4) stop notices as allowed by state law; (5) reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from the Contract; (8) failure of Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and (11) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City’s right to such sums.

3.1.6 Substitutions for Contract Retentions. Pursuant to California Public Contract Code section 22300, Contractor may substitute securities for any money withheld by the City to ensure the performance under the Contract. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with the City, with the State or a federally chartered bank as the escrow agent, who shall return such securities to Contractor upon satisfactory completion of the Contract. Deposit of securities with an escrow agent shall be subject to a written agreement between the escrow agent and the City, which provides that no portion of the securities shall be paid to Contractor until the City has certified to the escrow agent, in writing, that the Contract has been satisfactorily completed. The City shall certify that the Contract has been satisfactorily completed within sixty (60) days of work "completion" as defined in Section 7107(c) of the California Public Contract Code. Securities eligible for investment under this section shall be limited to those listed in Section 16430 of the Government Code, bank or savings & loan certificates of deposit, interest-bearing demand deposit accounts, stand-by letters of credit, or any other security mutually agreed to by Contractor.

3.1.7 Payment to Subcontractors. Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and as provided for in Section 7108.5 of the California Business and Item 1F - Page 6

Professions Code. Such payments to subcontractors shall be based on the measurements and estimates made and progress payments provided to Contractor pursuant to this Contract.

3.1.8 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items.

3.1.9 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the Work governed by this Contract prior to final payment by City.

3.2 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
• Services/Schedule (Exhibit “A”)
• Special Conditions (Exhibit “B”)
• Contractor’s Certificate Regarding Workers’ Compensation (Exhibit “C”)
• Public Works Contractor Registration Certification (Exhibit “D”) • Payment and Performance Bonds (Exhibit “E”)
• Executive Order N-6-22 Certification (Exhibit “F”)
• Addenda
• Change Orders executed by the City
• Invitation for Bids
• Contractor’s Bid

To the extent there is a conflict between any portions of this Contract, the order of precedence shall be as follows: change orders, special conditions, technical specifications, plans/construction drawings, general contract terms, scope of work, standard plans, advertisements for bid/proposals, bids/proposals or other documents submitted by Contractor.

3.3 Contractor’s Basic Obligation; Scope of Work.

3.3.1 Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the “Work”), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to, and performed in accordance with the above referenced documents, as well as the exhibits attached hereto and incorporated herein by reference. Special Conditions, if any, relating to the Work are described in Exhibit “B” attached hereto and incorporated herein by this reference.

Item 1F - Page 7

3.3.2 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in advance and in writing by a valid change order executed by the City.

3.3.3 Change Orders. Changes to the Contract Time (as defined in Section 3.3) or Total Contract Price shall be in the form of a written Change Order, either signed by both parties or issued unilaterally by the City. No adjustment shall be made to the Contract Time unless the delay impacts the critical path to completion and the delay was not caused in whole or in part by the Contractor. The City’s liability to Contractor for delays for which the City is responsible shall be limited to only an extension of time unless such delays were unreasonable under the circumstances. Failure to timely request a Change Order shall constitute a waiver of any right to adjust the Contract Time or the Total Contract Price. All requests for Change Orders shall be accompanied by detailed supporting documentation, including but not limited to payroll records, invoices, schedules, and any other documentation requested by the City for the purpose of determining the additional costs or the impact of any delay. If the change involves Work bid at a unit price, then the Total Contract Price shall be increased at the unit price. If there is no unit price, then the Total Contract Price shall be adjusted to account for costs actually incurred plus an allowed mark-up of fifteen percent (15%), which shall constitute the entire amount of profit, mark- ups, field or home office overhead costs, including personnel, equipment or office space, any materials, or any costs of equipment idle time for such work. Regardless of ownership, equipment rates shall not exceed the listed prevailing rates at local equipment rental agencies, or distributors, at the time the work is performed. Nothing herein shall prevent the Parties from agreeing to a lump sum cost.

3.3.4 Changes Ordered By City. City may at any time issue a written directive ordering additions, deletions, or changes to the Work. Contractor shall proceed with the work in accordance with the directive. To the extent the directive results in extra work or requires additional Contract Time, Contractor shall request a Change Order within seven (7) days of receiving the Work Directive. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined.

3.3.5 Changes Requested By Contractor . With respect to any matter that may involve or require an adjustment to the Contract Time or the Contract Price, Contractor shall provide written notice of the underlying facts and circumstances that gave rise to the potential change within seven (7) days or prior to the alteration of conditions, whichever is earlier. Failure to give notice shall constitute a waiver of Contractor’s right to a change order. If any costs are not capable of being determined within seven (7) days, then Contractor shall request a Change Order within seven (7) days of when the costs are capable of being determined.

3.4 Substitutions/”Or Equal”. Pursuant to Public Contract Code Section 3400(b), the City may make a finding that designates certain products, things, or services by specific brand or trade name. Unless specifically designated in this Contract, whenever any material, process, or arti cle is indicated or specified by grade, patent, or proprietary name or by name of manufacturer, such Specifications shall be deemed to be used for the purpose of facilitating the description of the material, process or article desired and shall be deemed to be followed by the words “or equal.”
Contractor may, unless otherwise stated, offer for substitution any material, process or article which shall be substantially equal or better in every respect to that so indicated or specified in this Contract. However, the City may have adopted certain uniform standards for certain materials, processes and articles. Contractor shall submit requests, together with substantiating Item 1F - Page 8

data, for substitution of any “or equal” material, process or article no later than thirty-five (35) days after award of the Contract. To facilitate the construction schedule and sequencing, some requests may need to be submitted before thirty-five (35) days after award of Contract. Provisions regarding submission of “or equal” requests shall not in any way authorize an extension of time for performance of this Contract. If a proposed “or equal” substitution request is rejected, Contractor shall be responsible for providing the specified material, process or article. The burden of proof as to the equality of any material, process or article shall rest with Contractor.

The City has the complete and sole discretion to determine if a material, process or article is an “or equal” material, process or article that may be substituted. Data required to substantiate requests for substitutions of an “or equal” material, process or article data shall include a signed affidavit from Contractor stating that, and describing how, the substituted “or equal” material, process or article is equivalent to that specified in every way except as listed on the affidavit.

Substantiating data shall include any and all illustrations, specifications, and other relevant data including catalog information which describes the requested substituted “or equal” material, process or article, and substantiates that it is an “or equal” to the material, process or article. The substantiating data must also include information regarding the durability and lifecycle cost of the requested substituted “or equal” material, process or article. Failure to submit all the required substantiating data, including the signed affidavit, to the City in a timely fashion will result in the rejection of the proposed substitution.

Contractor shall bear all of the City’s costs associated with the review of substitution requests. Contractor shall be responsible for all costs related to a substituted “or equal” material, process or article. Contractor is directed to the Special Conditions (if any) to review any findings made pursuant to Public Contract Code section 3400.

3.5 Period of Performance and Liquidated Damages.

3.5.1 Contractor shall perform and complete all Work under this Contract by November 30, 2024, beginning the effective date of the Notice to Proceed (“Contract Time”).

Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibits “A” or “B” attached hereto, or may be provided separately in writing to Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the City will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages the sum of TWO HUNDRED FIFTY DOLLARS, $250.00 per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract.

3.5.2 If Contractor is delayed in the performance or progress of the Work by a Force Majeure Event (as defined herein), then the Contractor shall be entitled to a time extension, as provided herein, when the Work stopped is on the critical path and shall not be charged liquidated damages. Such a non-compensable adjustment shall be Contractor’s sole and exclusive remedy for such delays and the Contractor will not receive an adjustment to the Total Contract Price or any other compensation. Contractor must submit a timely request in accordance with the requirements of the Contract.

3.5.3 A Force Majeure Event shall mean an event that materially affects a party’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in Item 1F - Page 9

the issuance of permits or approvals by governmental authorities that are required for the work); (4) pandemics, epidemics or quarantine restrictions; and (5) strikes and other organized labor action occurring at the project site and the effects thereof on the work, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subcontractors, of every tier, and to the extent the effects thereof cannot be avoided by use of replacement workers. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority.

3.6 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them.

Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused by Contractor’s failure to comply with the standard of care provided for herein. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by Contractor and shall not be re-employed on the Work.

3.7 Control and Payment of Subordinates; Contractual Relationship. City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.

3.8 City’s Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by Contractor of the services and obligations required by this Contract, the below - referenced compensation in accordance with compensation provisions set forth in the Contract.

3.9 Labor.

3.9.1 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720 et seq., and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Since the Work is being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. City Item 1F - Page 10

shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at Contractor’s principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Contractor and any subcontractor shall forfeit a penalty of up to $200 per calendar day or portion thereof for each worker paid less than the prevailing wage rates.

3.9.2 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. The Contractor or any subcontractor that is determined by the Labor Commissioner to have knowingly violated Section 1777.5 shall forfeit as a civil penalty an amount not exceeding $100 for each full calendar day of noncompliance, or such greater amount as provided by law.

3.9.3 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day’s work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of $25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half (1-1/2) times the basic rate for that worker.

3.9.4 Payroll Records. Contractor and each subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. The payroll records shall be certified and shall be available for inspection at all reasonable hours at the principal office of Contractor in the manner provided in Labor Code section 1776. In the event of noncompliance with the requirements of this section, Contractor shall have 10 days in which to comply subsequent to receipt of written notice specifying in what respects such Contractor must comply with this section. Should noncompliance still be evident after such 10-day period, Contractor shall, as a penalty to City, forfeit not more than $100.00 for each calendar day or portion thereof, for each worker, until strict compliance is effectuated. The amount of the forfeiture is to be determined by the Labor Commissioner. A contractor who is found to have violated the provisions of law regarding wages on Public Works with the intent to defraud shall be ineligible to bid on Public Works contracts for a period of one to three years as determined by the Labor Commissioner. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, such penalties shall be withheld from progress payments then due. The responsibility for compliance with this section is on Contractor.

In accordance with Labor Code section 1771.4, the Contractor and each subcontractor shall furnish the certified payroll records directly to the Department of Industrial Relations (“DIR”) on a weekly basis and in the format prescribed by the DIR, which may include electronic submission.

The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

3.9.5 Contractor and Subcontractor Registration. Pursuant to Labor Code sections 1725.5 and 1771.1, all contractors and subcontractors that wish to bid on, be listed in a Item 1F - Page 11

bid proposal, or enter into a contract to perform public work must be registered with the DIR. No bid will be accepted, nor any contract entered into without proof of the contractor’s and subcontractors’ current registration with the DIR to perform public work. Contractor is directed to review, fill out and execute the Public Works Contractor Registration Certification attached hereto as Exhibit “ D” prior to contract execution. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

3.9.6 Labor Compliance; Stop Orders. This Project is subject to compliance monitoring and enforcement by the DIR. It shall be the Contractor’s sole responsibility to evaluate and pay the cost of complying with all labor compliance requirements under this Contract and applicable law. Any stop orders issued by the DIR against Contractor or any subcontractor that affect Contractor’s performance of Work, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay subject to any applicable liquidated damages and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Contractor or any subcontractor.

3.10 Performance of Work; Jobsite Obligations.

3.10.1 Water Quality Management and Compliance.

3.10.1.1 Water Quality Management and Compliance. Contractor shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Work including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000- 14950); local ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or surface water in the State.

3.10.1.2 Compliance with the Statewide Construction General Permit. Contractor shall comply with all conditions of the most recent iteration of the National Pollutant Discharge Elimination System General Permit for Storm Water Discharges Associated with Construction Activity, issued by the California State Water Resources Control Board (“Permit”). It shall be Contractor’s sole responsibility to file a Notice of Intent and procure coverage under the Permit for all construction activity which results in the disturbance of more than one acre of total land area, or which is part of a larger common area of development or sale. Prior to initiating work, Contractor shall be solely responsible for preparing and implementing a Storm Water Pollution Prevention Plan (SWPPP) as required by the Permit. Contractor shall be responsible for procuring, implementing and complying with the provisions of the Permit and the SWPPP, including the standard provisions, and monitoring and reporting requirements as required by the Permit. The Permit requires the SWPPP to be a “living document” that changes as necessary to meet the conditions and requirements of the job site as it progresses through difference phases of construction and is subject to different weather conditions. It shall be Contractor’s sole responsibility to update the SWPPP as necessary to address conditions at the project site.

Item 1F - Page 12

3.10.1.3 Other Water Quality Rules Regulations and Policies .

Contractor shall comply with the lawful requirements of any applicable municipality, drainage City, or local agency regarding discharges of storm water to separate storm drain systems or other watercourses under their jurisdiction, including applicable requirements in municipal storm water management programs.

3.10.1.4 Cost of Compliance. Storm, surface, nuisance, or other waters may be encountered at various times during construction of the Work. Therefore, the Contractor, hereby acknowledges that it has investigated the risk arising from such waters and assumes any and all risks and liabilities arising therefrom.

3.10.1.5 Liability for Non -Compliance. Failure to comply with laws, regulations, standards, ordinances, and permits listed in Sections 3.10.1.1, 3.10.1.2, 3.10.1.3, and 3.10.1.4 of the Contract is a violation of federal and state law. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to defend, indemnify and hold harmless the City and its directors, officials, officers, employees, volunteers and agents for any alleged violations. In addition, City may seek damages from Contractor for any delay in completing the Work in accordance with the Contract, if such delay is caused by or related to Contractor’s failure to comply with the Permit.

3.10.1.6 Reservation of Right to Defend. City reserves the right to defend any enforcement action brought against the City for Contractor’s failure to comply with the Permit or any other relevant water quality law, regulation, or policy. Pursuant to the indemnification provisions of this Contract, Contractor hereby agrees to be bound by, and to reimburse the City for the costs (including the City’s attorney’s fees) associated with, any settlement reached between the City and the relevant enforcement entity.

3.10.1.7 Training. In addition to the standard of performance requirements set forth in this Contract, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the work assigned to them without impacting water quality in violation of the laws, regulations and policies described in paragraph 3.10.1.

Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in paragraph 3.10.1 as they may relate to the Work provided under this Contract. Upon request, City will provide the Contractor with a list of training programs that meet the requirements of this paragraph.

3.10.2 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and lifesaving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing appa rel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing Item 1F - Page 13

in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site.

3.10.3 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with the Work. If Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Contract to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.10.4 Permits and Licenses . Contractor shall be responsible for securing City permits and licenses necessary to perform the Work described herein, including, but not limited to, a City Business License. While Contractor will not be charged a fee for any City permits, Contractor s hall pay the City’s applicable business license fee. Any ineligible contractor or subcontractor pursuant to Labor Code Sections 1777.1 and 1777.7 may not perform work on this Project.

3.10.5 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for City’s review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

3.10.6 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify City of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate.

In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute.

3.10.7 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to Item 1F - Page 14

exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities.

3.10.8 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Although CARB limits and requirements are more broad, Contractor shall specifically be aware of their application to “portable equipment”, which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Contract.

3.10.9 State Recycling Mandates. Contractor shall comply with State Recycling Mandates. Any recyclable materials/debris collected by the contractor that can be feasibly diverted via reuse or recycling must be hauled by the appropriate handler for reuse or recycling.

3.10.10 Inspection Of Site. Contractor has visited sites where Work is to be performed and has become acquainted with all conditions affecting the Work. Contractor warrants that it has made such examinations as it deems necessary to determine the condition of the Work sites, its a ccessibility to materials, workmen and equipment, and to determine the Contractor’s ability to protect existing surface and subsurface improvements. No claim for allowances–time or money–will be allowed as to such matters.

3.10.11 Field Measurements. Contractor shall make field measurements, verify field conditions and shall carefully compare such field measurements and conditions and other information known to Contractor with the Contract Documents before commencing activities.

Errors, inconsistencies or omissions discovered shall be reported to the City immediately and prior to performing any work or altering the condition.

3.11 Completion of Work. When Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a re-inspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain.

Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code.

3.12 Claims; Government Code Claim Compliance.

3.12.1 Intent. Effective January 1, 1991, Section 20104 et seq., of the California Public Contract Code prescribes a process utilizing informal conferences, non -binding judicial supervised mediation, and judicial arbitration to resolve disputes on construction claims of $375,000 or less. Effective January 1, 2017, Section 9204 of the Public Contract Code prescribes a process for negotiation and mediation to resolve disputes on construction claims. The intent of this Section is to implement Sections 20104 et seq. and Section 9204 of the California Public Contract Code. This Section shall be construed to be consistent with said statutes.

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3.12.2 Claims. For purposes of this Section, “Claim” means a separate demand by the Contractor, after a change order duly requested in accordance with the terms of this Contract has been denied by the City, for (A) a time extension, (B) payment of money or damages arising from Work done by or on behalf of the Contractor pursuant to the Contract, or (C) an amount the payment of which is disputed by the City. A “Claim” does not include any demand for payment for which the Contractor has failed to provide notice, request a change order, or otherwise failed to follow any procedures contained in the Contract Documents.

3.12.3 Filing Claims. Claims governed by this Section may not be filed unless and until the Contractor completes all procedures for giving notice of delay or change and for the requesting of a time extension or change order, including but not necessarily limited to the change order procedures contained herein, and Contractor’s request for a change has been denied in whole or in part. Claims governed by this Section must be filed no later than fourteen (14) days after a request for change has been denied in whole or in part or after any other event giving rise to the Claim. The Claim shall be submitted in writing to the City and shall include on its first page the following in 16 point capital font: “THIS IS A CLAIM.” Furthermore, the claim shall include the documents necessary to substantiate the claim. Nothing in this Section is intended to extend the time limit or supersede notice requirements otherwise provided by contract for the filing of claims, including all requirements pertaining to compensation or payment for extra Work, disputed Work, and/or changed conditions. Failure to follow such contractual requirements shall bar any claims or subsequent lawsuits for compensation or payment thereon.

3.12.4 Supporting Documentation. The Contractor shall submit all claims in the following format:

3.12.4.1 Summary of claim merit and price, reference Contract Document provisions pursuant to which the claim is made

3.12.4.2 List of documents relating to claim:
(A) Specifications
(B) Drawings
(C) Clarifications (Requests for Information)
(D) Schedules
(E) Other

3.12.4.3 Chronology of events and correspondence

3.12.4.4 Analysis of claim merit

3.12.4.5 Analysis of claim cost, including calculations and supporting documents

3.12.4.6 Time impact analysis in CPM format

3.12.5 City’s Response. Upon receipt of a Claim pursuant to this Section, City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days of receipt of the Claim, or as extended by mutual agreement, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Any payment due on an undisputed portion of the Claim will be processed and made within 60 days after the City issues its written statement.

3.12.5.1 If City needs approval from its governing body to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt Item 1F - Page 16

requested, City shall have up to three (3) days following the next duly publicly noticed meeting of the governing body after the 45- day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.

3.12.5.2 Within 30 days of receipt of a Claim, City may request in writing additional documentation supporting the Claim or relating to defenses or claims City may have against the Contractor. If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of City and the Contractor.

City’s written response to the Claim, shall be submitted to the Contractor within 30 Days (if the Claim is less than $50,000, within 15 Days) after receipt of the additional documentation, or within a period of time no greater than that taken by the Contractor in producing the additional information or requested documentation, whichever is greater.

3.12.6 Meet and Confer. If the Contractor disputes City’s written response, or City fails to respond within the time prescribed, the Contractor may so notify City, in writing, within 15 Days of receipt of City’s response or the City’s failure to respond, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, City shall schedule a meet and confer conference within 30 Days for settlement of the dispute.

3.12.7 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 Days after City issues its written statement. Any disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with City and the Contractor sharing the associated costs equally. City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing, unless the Parties agree to select a mediator at a later time.

3.12.7.1 If the Parties cannot agree upon a mediator, each Party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each Party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

3.12.7.2 For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the Parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.

3.12.7.3 Unless otherwise agreed to by City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.

3.12.7.4 The mediation shall be held no earlier than the date the Contractor completes the Work or the date that the Contractor last performs Work, whichever is earlier. All unresolved Claims shall be considered jointly in a single mediation, unless a new unrelated Claim arises after mediation is completed.

3.12.8 Procedures After Mediation. If following the mediation, the Claim or any portion remains in dispute, the Contractor must file a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title Item 1F - Page 17

1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the Contractor submits his or her written Claim pursuant to subdivision (a) until the time the Claim is denied, including any period of time utilized by the meet and confer conference or mediation.

3.12.9 Civil Actions. The following procedures are established for all civil actions filed to resolve Claims of $375,000 or less:

3.12.9.1 Within 60 Days, but no earlier than 30 Days, following the filing or responsive pleadings, the court shall submit the matter to non -binding mediation unless waived by mutual stipulation of both Parties or unless mediation was held prior to commencement of the action in accordance with Public Contract Code section 9204 and the terms of these procedures. The mediation process shall provide for the selection within 15 Days by both Parties of a disinterested third person as mediator, shall be commenced within 30 Days of the submittal, and shall be concluded within 15 Days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court.

3.12.9.2 If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1114.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.

3.12.9.3 In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced in construction law, and (B) any party appealing an arbitration award who does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, also pay the attorney’s fees on appeal of the other party.

3.12.10 Government Code Claim Procedures.

3.12.10.1 This section does not apply to tort claims and nothing in this section is intended nor shall be construed to change the time periods for filing tort claims or actions specified by Chapter 1 (commending with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.5 of Title 1 of the Government Code.

3.12.10.2 In addition to any and all Contract requirements pertaining to notices of and requests for adjustments to the Contract Time, Contract Price, or compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City.

3.12.10.3 Such Government Code claims, and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to adjustment of the Contract Time, Contract Price, or compensation or payment for extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor may not file any action against the City.

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3.12.10.4 A Government Code claim must be filed no earlier than the date the work is completed or the date the Contractor last performs work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved Claims known to the Contractor excepting only new unrelated Claims that arise after the Government Code claim is submitted.

3.12.11 Non-Waiver. City’s failure to respond to a Claim from the Contractor within the time periods described in this section or to otherwise meet the time requirements of this section shall result in the Claim being deemed rejected in its entirety and shall not constitute a waiver of any rights under this section.

3.13 Loss and Damage. Except as may otherwise be limited by law, Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. In the event of damage proximately caused by an Act of God, as defined by Section 7105 of the Public Contract Code, the City may terminat e this Contract pursuant to the termination provisions in this Contract; provided, however, that the City needs to provide Contractor with only one (1) day advanced written notice.

3.14 Indemnification.

3.14.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s services, the Project or this Contract, including without limitation the payment of all expert witness fees, attorneys’ fees and other related costs and expenses.

Notwithstanding the foregoing, to the extent required by Civil Code section 2782, Contractor’s indemnity obligation shall not apply to such loss or damage which is caused by the sole or active negligence or willful misconduct of the City.

3.14.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City’s choosing and at Contractor’s own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against City or its officials, employees, agents and authorized volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, employees, agents and authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorney’s fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents and authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Contract, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, employees, agents and authorized volunteers.

3.15 Insurance.

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3.15.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.

3.15.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the f ollowing minimum levels of coverage:

3.15.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01) OR Insurance Services Office Owners and Contractors Protective Liability Coverage Form (CG 00 09 11 88) (coverage for operations of designated contractor); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto); (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance; and (4) Builders’/All Risk: Builders’/All Risk insurance covering for all risks of loss, including explosion, collapse, underground excavation and removal of lateral support (and including earthquakes and floods if requested by the City). Policies shall not contain exclusions contrary to this Contract.

3.15.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence and $4,000,000 general aggregate for bodily injury, personal injury and property damage; (2) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; (3) Workers’ Compensation and Employer’s Liability: Workers’ compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease; and (4) Builders’/All Risk: Completed value of the project. Defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the parties required to be named as additional insureds pursuant to this Contract.

3.15.2.3 Notices; Cancellation or Reduction of Coverage . At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Contract does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Contract.

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